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Exhibit 10.5
[LOGO] [LETTERHEAD]
April 30,1998
Timothy A. Rogers
by Hand Delivery
Dear Tim:
As discussed, I am pleased to confirm our offer for you to join
Integrated Telecom Express, Inc. (ITeX) as our Chief Financial Officer
commencing July 20,1998. While you will be subject to the standard terms of
employment as stated in our employment manual and guidelines and to our
standard non-disclosure and invention assignment agreement (copy enclosed), I
thought it would be useful to confirm some of the major points of our offer.
Your salary for this position will be $135,000 per year. Salary will
be paid through our regular payroll, with the usual deductions and taxes as
required under the law. Subject to approval from ITeX' Board of Directors,
under our Stock Option Plan, you will be granted rights (options) to purchase
shares of ITeX common stocks at a price to be decided by ITeX' board of
directors under the terms described in our Plan. For your reference the most
recent stock option grants in October 1997 were NSOs priced at US$2.55 per
share. All of these options will vest over four years under a vesting
schedule of 20%, 25%, 30% and 25% each year, with the vesting term commencing
from the date you begin employment. In addition, [ILLEGIBLE] option shares
will also be subject to the following special vesting condition: the
successful closing of the proposed Series A Preferred Stock Offering prior to
September 30, 1998, on the terms as favorable to ITeX as those already
approved by the Board (see attached).
For purposes of this special condition, a successful closing means
that at least one top tier Venture Capital firm (national reputation Sand
Hill Road and/or Wall Street quality) and two or more of Intel, Alcatel,
Microsoft, and/or Compaq participate. Of course, if the board decides not to
proceed with the financing as contemplated, we will consider this condition
to be fulfilled, and the options will vest as if this condition was satisfied.
Of course, after an initial thirty days wait period required under our
plans, you will be eligible to participate in our health/dental/vision
insurance plan. You will also be able to participate in our standard 401(k) and
other benefit programs after their respective waiting period. Furthermore, you
will be entitled to enjoy
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our standard vacation and medical absence/sick day privileges as outlined in
our employee manual. Please let me know if you would like additional
specifics of these plans and benefits. Otherwise, we will provide the plan
documents and informational packets upon your arrival.
We consider the terms of this offer as confidential to ITeX and we
trust that you will treat it confidentially as between you and the Board of
Directors. In order to more effectively plan for your arrival, I would
appreciate it if you would please counter sign this offer letter below, and
then fax your response to my private fax line (408) 980-9214.
This letter agreement supersedes and replaces all prior discussions,
understandings and communications on the topic of compensation, equity and
benefits with ITeX, and there are no other promises, representations or
agreements on those topics other than what is expressly stated in this letter
agreement. This offer and all benefits are conditioned upon your commencement
of full time employment with us by no later than August 1, 1998.
I am enthusiastic over the opportunity to work with you, and look
forward to the day you join us.
Yours sincerely,
/s/ Daniel Chen
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Daniel Chen, Chairman
Integrated Telecom Express
Accepted this 11 day of May, 1998:
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/s/ Timothy Rogers
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Timothy Rogers
