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Exhibit 10.12
October 6, 1999
Ralph O. Cognac
109 Chippendale Court
Los Gatos, CA 95032
Dear Ralph,
We have enjoyed talking with you and feel that your abilities and interests are
a good match with the needs of Integrated Telecom Express, Inc. ("ITeX"). We
are pleased to offer you the position of Vice President of World Wide Sales
commencing October 7, 1999.
If you accept our offer, your starting salary for this position will be
$175,000 per year. You will also be eligible to participate in the management
incentive plan after it is finalized later this year. Additionally, health and
dental/vision insurance plans are available starting on the first day of the
calendar month following your date of hire.
Subject to approval by ITeX's Board of Directors, you will be granted options
to purchase 250,000 shares of the common stock of ITeX at a price to be decided
by the Board.
Conditional upon your continued employment by ITeX during the period concerned,
you will also receive or have the potential to receive the following specific
incentive compensation: (1) a pro-rated guaranteed $25,000 cash bonus for
Q4/99; (2) a guaranteed $25,000 cash bonus for Q1/00; (3) a cash bonus of 2.50%
of sales revenue in excess of plan for each of Q2/00, Q3/00 and Q4/00 with a
total cumulative cash bonus cap for all three quarters of $250,000; (4) a cash
bonus of $50,000 or 25,000 options (your choice, subject to approval by and at
a price determined by the ITeX Board in the case of options) upon achieving an
Intel DSL-Link design win acceptable to the ITeX CEO; and (5) a grant of 25,000
options if ITeX meets its full-year 2000 sales plan.
All options are to vest over a four-year period commencing with the date of
hire in accordance with the following schedule. 20% of the shares shall vest on
the first anniversary of your date of hire; 2 1/12% of the shares shall vest at
the end of each of the 13th through 24th months, and the 37th through 48th
months following your date of hire; 2 1/2% of the shares shall vest at the end
of the 25th through 36th months following your date of hire. Should you leave
ITeX during the vesting period, your options will cease to accrue, as more
fully described in ITeX's option plan and agreement.
By countersigning this letter, you accept our offer and confirm that (i) you
are not a party to any employment agreement or other contract or arrangement
which prohibits your full time employment with ITeX, (ii) you will not disclose
any trade secret or confidential information of any third party to ITeX, and
(iii) you do not know of any conflict which would restrict your employment with
ITeX.
By accepting a position with ITeX, you acknowledge that your employment is on
an at-will basis and for an unspecified duration. Neither this offer letter nor
any policy or procedure of ITeX nor any verbal representations shall confer any
right to continuing employment. Either ITeX or you may terminate your
employment relationship at any time, with or without cause. You further
understand that neither job performance, promotions, accommodations, bonuses
nor anything else shall imply an obligation on the part of ITeX to continue
your employment.
If you have any questions concerning this offer, please contact Janet Chen
immediately at (408) 980-8689 ext. 208. If you accept our offer, please sign
this offer letter where indicated and return it to Janet Chen or fax it to her
private fax number (408) 980-9214 by October 11. This offer will expire of its
own accord if it is not accepted in writing by 5pm on October 11, 1999.
We look forward to having you join the ITeX team.
Very truly yours,
Integrated Telecom Express, Inc.
/s/ Rich Forte
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Rich Forte, President and CEO /s/ Ralph Cognac
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Accepted and agreed
By: Ralph Cognac
