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Exhibit 10.8
February 28, 1997
Mr. Horst G. Sandfort
5866 Country Club Parkway
San Jose, CA 95138
Dear Horst,
On behalf of the Board of Directors and the employees of Intellon, I am pleased
to offer you the position of President and Chief Executive Officer. We are quite
enthusiastic regarding the leadership, the energy, and the experience that you
will bring to our collective future. I believe the following encapsulates the
terms that have been agreed to in principal. After your review, would you please
sign and return to us a copy of this letter acknowledging your agreement to
these terms.
1. You will join Intellon as the President and Chief Executive
Officer at a monthly base salary of $20,000 (which is $240,000
annually), commencing on your first day of employment, which
shall be determined. Currently salaries are reviewed annually
in January, so that your first salary review will be in
January, 1998.
2. You will be given a sign-on bonus of $100,000 to be paid within
the first 14 days of your employment. If for any reason you
leave the company within the first twelve months of employment,
the sign-on bonus will be repaid by you in full.
3. You will participate in an annual incentive compensation
program that will provide a target level of potential incentive
compensation of at least $160,000 per year for the next five
years. This incentive program will be driven by a variety of
measures and goals that you will help create with the Board of
Directors, based upon the prevailing business conditions and
priorities of the Company. For fiscal year 1997, this incentive
program be determined during the first 60 days of your
employment and will ut based upon the performance parameters on
a quarterly basis.
4. You will be granted an option for 1,000,000 common shares of
the Company subject to the vesting, exercise and other
provisions of the Company's standard employee option plan, a
copy of which was previously provided to you.
5. You will also be provided a special incentive option program of
600,000 common shares, based on the attainment of objectives
mutually established by you and the Board of Directors. This
program will allow you to both earn and immediately vest up to
50,000 shares per quarter over a period of twelve successive
quarters (three years). This program will begin as of the first
day of the first full fiscal quarter of your employment at
Intellon.
6. You will be appointed to the Intellon Board of Directors,
subject to subsequent election by the Company Stockholders.
7. Personal relocation of your primary residence to the Ocala,
Florida area is a requirement of employment. Should you elect
to relocate your household goods and/or sell your current
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primary residence, the costs associated with such relocation
will be covered in a subsequent agreement to be made between
you and the Company.
This agreement will allow for such relocation anytime in the
two year period following the beginning of your employment at
Intellon. The purpose of this agreement will be to allow you to
be able to comfortably move and re-establish your primary
residence near the Company without you having to experience any
"out-of-pocket" expenses. You should view the move as a
"breakeven" event on an after-tax basis.
8. Intellon agrees to compensate you for partial temporary housing
costs in a local hotel, apartment, or rental property in the
area for you and your wife, for a period of up to 9 months.
Intellon will pay 50% of such cost up to a reasonable maximum
which will be mutually upon agreed after you have had the
opportunity to evaluate local options.
9. Intellon agrees to support and pay for the necessary expense in
securing an H1B Visa for you, and when legally necessary, or
when deemed practical and desirable both by the Company and by
you, in the application for a "green card". If for any reason
Intellon is unsuccessful in securing an H1B Visa for you, any
and all of Intellon's obligations under this employment
agreement are vacated.
10. If during the first three years of your employment at Intellon,
your employment is terminated by Intellon, Intellon agrees to a
base salary continuation upon separation. If an H1B Visa is in
effect, the salary continuance shall be for six months, whereas
if "green card" status is in effect, the continuance shall be
for three months. The above notwithstanding, if you are
terminated by Intellon with cause or should you voluntarily
choose to terminate your employment, no base salary continuance
will be granted.
11. Intellon agrees to your desire to remain as a member of the
Board of Directors of ZYCAD Corporation and SICAN Gmbh.
Additionally, we agree to your involvement as an advisory board
member to "Electronica" in Munich, Germany. It is the policy
the Board of Directors to encourage participation in such
complimentary activities, providing that such activities do not
become overly demanding of your time and attention as the CEO
of Intellon, or engender a conflict with the business interests
of Intellon.
In addition, you will, of course, be eligible for the customary benefits that
Intellon provides for all its executive level employees. We would expect you to
execute the customary employment agreements regarding the treatment of
confidential and proprietary Company information and to assure us that there are
no existing constraints on your ability to fully execute your responsibilities
as Chief Executive Officer of Intellon.
Horst, we are pleased and excited that you have agreed to take the leadership
role at Intellon and desire for this to take place at the earliest possible
date.
Sincerely, Acknowledged Dated
