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EXHIBIT 10.17
March 8, 2000
Prabhat Mishra
Dear Prabhat:
Alteon WebSystems, Inc, (the "Company") is pleased to offer you a regular,
full-time position as Vice President of Engineering, reporting to me. The
terms of this offer are set forth below (the "Agreement").
Your base salary will be $195,000.00 per year. per year, which will be
paid out in bi-weekly increments equal to $7,500.00, As an exempt
employee, you will be paid on a salary, not hourly basis. Therefore, you
will be "exempt" from overtime pay. A $650,000.00 hire-on bonus, less
applicable payroll deductions and withholdings, will be paid to you on your
first payday following employment. Should you terminate your employment
with Alteon prior to twelve (12) months, the bonus will be prorated based
on the number of months you were employed by Alteon, and you will be
expected to return any unvested portion within seven (7) days of leaving
Alteon.
In addition, you will be granted 160,000 options of common stock. You will
also be granted 40,000 restricted shares. If, during your term of
employment the Company is acquired you will immediately vest 25% of your
then remaining unvested shares. If, however for any reason the acquiring
company for any reason terminates your employment or materially reduces
your job responsibilities you will vest an additional 25% of your remaining
stock.
Commencing on your date of hire, you will be eligible to participate in
portions Alteon WebSystems' benefits plan, which includes 20 days of paid
time off (PTO), company paid holidays life and disability (LTD) benefits
plans governed by the terms, conditions, and limitations contained in the
applicable plan documents.
Your employment relationship with the Company is "at will" and you have the
right to terminate that employment relationship at any time. Also,
although we hope you will remain with us and be successful here, the
Company must, and does retain the right to terminate the employment
relationship at any time.
Upon your employment, you will be asked to sign the standard Employee
Proprietary Information and Inventions Agreement, agreeing to hold in
confidence any proprietary information received as an employee of the
Company, and to assign to the Company any ideas or suggestions that you
make while employed by the Company. We wish to impress upon you that we
do not wish you to bring any confidential or proprietary material of any
former employers or to violate any other obligations to your former
employers. We also ask that you return all copies of this letter (and any
other confidential information we have shared with you) should you decide
not to accept.
This Agreement, including attachments, constitutes the complete, final and
exclusive embodiment of the entire agreement between you and the Company
with respect to the terms and conditions of your employment.
This Agreement is entered into without reliance upon any promise, warranty
or representation, written or oral, other than those expressly contained
herein, and it supersedes any other such promises, warranties,
representations or agreements. It may
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not be amended or modified except by a written instrument signed by you and
a duly authorized officer of the Company. If any provision of this
agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this
Agreement. This Agreement shall be construed and interpreted in accordance
with the laws of the State of California.
This offer of employment is contingent upon the completion of the reference
checking process. This offer will expire on March 11, 2000. To indicate
your acceptance of our offer under the terms described above, please sign
both originals, complete with your actual first day of employment and
return one copy of this letter in the enclosed self-addressed envelope.
The other original copy is for your records.
Prabhat, we feel that you will make a very strong contribution towards
furthering our goals as a company, and hope you will accept our offer of
employment. All of us at Alteon WebSystems are delighted at the prospect
of having you as part of our team.
If you have any questions, please feel free to give us a call.
Sincerely,
Dominic Orr
President, and CEO
I am pleased to accept the terms and conditions stated above:
/s/ Prabhat Mishra 3/10/00
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Prabhat Mishra Date
My first day of employment at Alteon WebSystems will be 3/27/00.
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