Sample Business Contracts

Consulting Agreement - Silicon Graphics Inc. and Wei Yen

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                              CONSULTING AGREEMENT

         This  Consulting  Agreement  ("Agreement")  is made as of the  date set
forth below by and between  Silicon  Graphics,  Inc. (the "Company") and Wei Yen


         Consultant  has  resigned  his  position as a Senior Vice  President in
order to pursue other personal interests.  The Company wishes to have Consultant
remain  available  to  contribute  to certain  projects  and  activities  of the
Company.  Accordingly,  the Company and Consultant  have agreed that  Consultant
will change his  relationship  with the Company from that of an employee to that
of a consultant on the terms set forth in this Agreement.


         In  consideration  of the mutual promises made herein,  the Company and
Consultant hereby agree as follows:

         1.  Separation  Agreement.  Consultant  and Company have entered into a
letter agreement dated  contemporaneously  herewith (the "Separation Agreement")
governing  the terms of  Consultant's  resignation  as officer  and  employee of
Company as of the close of business on April 2, 1996 ( the "Effective Separation

         2.  Consulting Relationship.

                  (a) Commencing immediately after the Effective Separation Date
and continuing through May 13, 1996 (the "Consulting Period"),  Consultant shall
serve as an independent consultant to the Company.

                  (b) During the Consulting  Period,  Consultant shall (i) brief
the  President and COO and others  reasonably  designated by him with respect to
special projects not involving the "Consumer Space;" and (ii) provide such other
reasonable  services not involving the  "Consumer  Space" as mutually  agreed by
Consultant and the Company.  Consultant will be available  during the Consulting
Period for such  reasonable  hours on an as needed basis as are mutually  agreed
upon by the  parties.  The  Company  will  use  reasonable  efforts  to make its
requests in a manner  that does not  interfere  with  consulting  or  employment
obligations  that  Consultant  may have to third parties  during the  Consulting
Period. In no case will Consultant be required to take any action hereunder,  or
to  consult  as to the  consumer  space or any other  particular  matter,  which
Consultant  determines  causes  him to  violate  his  fiduciary  or  contractual
obligations  to any third party.  Except as Company and  Consultant may agree in
writing with respect to services  performed by Consultant  during the Consulting
Period,  Company  will not have  any  rights  in any  concepts,  inventions,  or
business   opportunities   conceived  or  developed  by  Consultant  during  the
Consulting Period. Consultant shall at all times be an independent


contractor  to the Company,  and nothing in this  Agreement  shall in any way be
construed to constitute  Consultant as an agent,  employee or  representative of
the Company.

                  (c) Consultant may terminate the  consulting  relationship  at
any time before the end of the  Consulting  Period,  for any or no reason,  upon
advance written notice to the Company.  Upon any termination,  the Company shall
have no obligation to pay Monthly  Consulting  Fees or other benefits  hereunder
accruing thereafter.

         3.       Compensation.

                  (a) In consideration for your agreement to provide  consulting
services  during the  Consulting  Period as  provided  herein and your  faithful
adherence to the terms and conditions of this  Agreement,  the Company shall pay
Consultant  a Monthly  Consulting  Fee equal to  one-twelfth  of the annual base
salary that  Consultant was earning as of the Effective  Separation  Date.  Such
compensation shall be paid in monthly installments (prorated and adjusted in the
case  of  any  partial  month),   within  10  business  days  after  receipt  of
Consultant's monthly invoice, but no earlier than the tenth business day of each

                  (b) The attached Stock Option Personnel Summary sets forth the
details concerning  outstanding  options to purchase Common Stock of the Company
held by  Consultant.  It is  understood  and agreed that  during the  Consulting
Period,  such options  shall remain  outstanding  and continue  vesting at their
normal rate.

                  (c)  Consultant is advised that as a result of his  conversion
of his status from employee to consultant,  any ISO's  (Incentive Stock Options)
will become  non-statutory  options (NSOs), to the extent they are not exercised
by July 2, 1996, and all of Consultant's  options will lapse if not exercised on
or before June 13, 1996,  with respect to options granted on or before April 21,
1993,  and August 13,  1996,  with  respect to options  granted  thereafter.  If
Consultant's consulting relationship terminates for any reason, then all vesting
shall  immediately  stop, and  Consultant's or her estate's  ability to exercise
such  options  shall be governed by the terms of each of the  respective  option
agreements therefor.

                  (d) During the Consulting Period, the Company shall provide to
Consultant medical,  dental and vision  continuation  benefits through COBRA and
the Company shall pay the COBRA  premiums only during the  Consulting  Period or
until the earlier termination of the Consulting Period as specified herein.

                  (e) Other than the provisions set forth herein, Consultant has
no  expectation  of,  and shall make no other  claims  for  payment or any other
compensation or benefits from SGI.

         4. Confidential Information.  Subject to Section 2(b), Consultant shall
continue to maintain the  confidentiality  of all  confidential  and proprietary
information of



the  Company  pursuant  to,  and shall  continue  to  comply  with all terms and
conditions  of,  the  Proprietary  Information  and  Invention  Agreement  dated
February  4, 1985 (the  "Confidentiality  Agreement").  Such  obligations  shall
survive any termination of Consultant's consulting relationship.

         5. Tax  Consequences.  Consultant  acknowledges that he is obligated to
report as income  all  compensation  received  by  Consultant  pursuant  to this
Agreement,  and Consultant acknowledges his obligation to pay all federal, state
or local income, self-employment or other taxes relating to such compensation or
any amounts realized upon exercise of Consultant's options, and any penalties or
assessments thereon. Except for the ISO to NSO stock option conversion stated in
Section 3(b),  the Company gives no opinions and makes no  representations  with
respect to the  potential or actual tax  consequences  or  liabilities,  if any,
associated with the payment of any amounts to Consultant under the terms of this
Agreement or the continued vesting of Consultant's  options.  Consultant assumes
sole  responsibility  for any tax liability that results from the payment of any
compensation described herein.

         6.       Term  and Termination

                  (a) Consultant's  consulting relationship may be terminated by
the Company at any time if,  Consultant  refuses to perform  services under this
Agreement.  Any such termination by the Company shall be the exclusive remedy to
which the  Company  may be  entitled  as a result of the event  leading  to such

                  (b)  Notwithstanding the expiration and/or termination of this
Agreement,  the  provisions of Sections 4  (Confidentiality)  and 7 (General) by
their terms, shall survive the expiration and/or termination of this Agreement.

         7.       General

                  (a) Entire  Agreement.  Except as set forth in the  Separation
Agreement,  this  Agreement  represents the entire  agreement and  understanding
between  the  Company  and the  Consultant  concerning  Consultant's  consulting
relationship and the termination of Consultant's  employment  relationship  with
the  Company,  and,  except as  specifically  provided  herein,  supersedes  and
replaces all prior agreements and understandings,  written and oral,  concerning
Consultant's  relationship with the Company and her compensation by the Company.
Neither  party has relied upon any  representations  or  statements  made by the
other party hereto which are not specifically set forth in this Agreement.

                  (b) Settlement of Outstanding  Obligations.  Consultant agrees
that this Agreement and the Separation Agreement represent settlement in full of
all  outstanding  obligations  owed to him by the  Company  as a  result  of his
employment by the Company or his change of status,  including without limitation
all obligations for current or past salary, bonus or severance payments.



                  (c)  Notices.  Any  notice  or  other  communication  required
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
sent by facsimile transmission or sent by certified, registered or express mail,
postage  prepaid.  Any such  notice  shall be  deemed  given  when so  delivered
personally,  telexed or sent by facsimile  transmission  to the number  provided
below or, if mailed,  two days  after the date of  deposit in the United  States
mails as follows:

                           (i)      if to the Company, to
                                    Silicon Graphics, Inc.
                                    2011 N. Shoreline Blvd.
                                    Mountain View, California 94039
                                    Attention: General Counsel
                                    Facsimile:  (415) 965-1586

                           (ii)     if to Consultant, to:
                                    Dr. Wei Yen
                                    [address omitted]
                                    Facsimile:  [omitted]

                  (d) Waivers and  Amendments.  This  Agreement  may be amended,
terminated  or extended,  or the terms  hereof may be waived,  only by a written
instrument  signed by the parties.  No delay in exercising  any right  hereunder
shall operate as a waiver thereof, nor shall any waiver or partial exercise of a
right preclude any other or further exercise thereof or any other right.

                  (e) Governing Law. This Agreement is entered into and governed
by the laws of the State of California.

                  (f) Assignment and Assumption.  This Agreement and its rights,
together with its obligations  hereunder,  shall be assumed by the successors in
interest  of the  Company  in  connection  with  any  sale,  transfer  or  other
disposition of all or  substantially  all of its assets or business,  whether by
merger,  consolidation or otherwise.  Such successor or assignee to the business
or assets shall be bound by the terms and provisions of this Agreement.

         8.  Voluntary  Execution  of  Agreement.  This  Agreement  is  executed
voluntarily  and without any duress or undue  influence on the part or on behalf
of the parties hereto. The parties acknowledge that:

                  (a) They have carefully read this Agreement;

                  (b) They have been advised and represented in the preparation,
negotiation,  review and  execution of this  Agreement by legal counsel of their
own choice;



                  (c) They understand the scope, terms, consequences and effects
of this Agreement; and

                  (d) They are fully  aware of the legal and  binding  effect of
this Agreement.

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date set forth below.

Dated:   March 5, 1996.

                                     Dr. Wei Yen, an individual

                                     /s/ Wei Yen

                                     SILICON GRAPHICS, INC.

                                     By:  /s/ Kenneth L. Coleman

                                     Its:  Senior Vice President, Administration