[TCSI LOGO]
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August 7, 2000
Yasushi Furukawa
4955 Riverhill Road
Marietta, GA 30068 EXHIBIT 10.36
Dear Yasushi:
After an exhaustive executive search process, the Board of Directors and the
founding and principal members of TCSI, (the "Company") are pleased to extend a
formal offer to you for the position of President and Chief Executive Officer of
the Company.
We feel that your considerable experience and stature, coupled with your talent
and enthusiasm, will add immeasurably to the efforts of TCSI. We expect that you
will bring a certain thought and vision that will be instrumental in identifying
and crafting strategic relationships with other major organizations on a global
basis, as well as helping us plan the financial future of the Company. All of
the members of the company are truly excited to have you as part of our team.
This offer is subject to the following terms and conditions:
POSITION: President, Chief Executive Officer and Member of the Board of
Directors
REPORTING: To the Board of Directors
BASE SALARY: Your base salary would be $250,000.00 per year, paid
semi-monthly, subject to standard payroll deductions and
withholdings.
BONUS: Yearly performance-based bonus of $125,000.00 (Guaranteed for the
first year of employment with the Company), which will be payable
following the first anniversary of your employment, and annually
thereafter. The parameters of the bonus for the second year and
thereafter shall be discussed and finalized no later than the end
of February of each year.
EQUITY: You will be granted a non-statutory stock option to purchase
750,000 shares of Common Stock of the Company, at the fair market
value of such shares at the time of grant, beginning on August 7,
2000. The option price will be pegged at today's (August 7, 2000)
closing price of $1.50. The shares subject to the option will
vest in four equal annual installments over a four-year period,
commencing on the first anniversary of your employment. You will
also be granted a non-statutory option to purchase an additional
50,000 shares on January 1, 2001. The option price for these
additional shares will be the lesser of the then current fair
market value or $1.50.
TCSI Corporation 1080 Marina Village Parkway Alameda, California 94501-1046
T:(510) 749-8500 F:(510) 749-8700
<PAGE>
Mr. Yasushi Furukawa
CONFIDENTIAL
Page 2 of 5
In the event of a change of control of the Company, TCSI is
prepared to forward-vest an additional 18 months of options
(300,000 options) to you at the time that transaction is
completed. This assumes that you are still employed at the
Company and are in good standing.
BENEFITS: You would be entitled to receive the Company's standard medical,
dental life and disability insurance benefits for you and your
family pursuant to the terms of these benefits plans, details of
which are available for your review.
You will be paid an up-front signing bonus of $156,000.00, which
is intended to cover expenses related to your physical move of
residence, including, but not limited to: temporary housing,
realtors' fees, moving and storage costs, family air travel,
deposits, and closing costs. It should be further understood that
this amount is to be FULLY refunded to the Company, at the time
of your departure, should you voluntarily leave the employ of
TCSI within 12 months of your start date. It is not refundable
for any other reasons including but not limited to (1)
termination by the Company, (2) change of control or (3) applied
under the Constructive Termination clause.
In addition, you will be afforded a monthly housing allowance of
$6,500.00, not to exceed a total of $156,000.00, commencing when
you take up occupancy in permanent housing in California. The
allowance will apply towards the expenses related to permanent
housing and is applicable only as long you are still in the
Company's employ at the time of any monthly payments.
VACATION: You will be entitled to earn vacation in accordance with the
Company's standard vacation policy.
DEFINITIONS:
As used in this Agreement, the following definitions shall apply.
"CAUSE" shall mean the occurrence of any of the following: (1)
any action or inaction by Employee which causes a material
detriment to the Company; (2) any refusal to follow the
reasonable directives of the Board of Directors; or (3)
conviction of a felony crime involving moral turpitude.
"CHANGE IN CONTROL" shall mean (1) any merger or consolidation of
the Company with, or any sales of all or substantially all of the
Company's assets to, any other corporation or entity, unless as a
result of such merger, consolidation or sale of assets the
holders of the Company's voting securities prior thereto hold at
least 50 percent of the total voting power represented by the
voting securities of the surviving or successor
<PAGE>
Mr. Yasushi Furukawa
CONFIDENTIAL
Page 3 of 5
corporation or entity after such transaction, or (2) the
acquisition by any Person as Beneficial Owner (as such terms as
defined in the Securities Exchange Act of 1934, as amended, or
the rules and regulations thereunder), directly or indirectly, of
securities of the Company representing 50 percent or more of the
total voting power represented by the Company's then outstanding
voting securities.
"CONSTRUCTIVE TERMINATION" shall mean either (1) a substantial
reduction in Employee's duties, responsibilities or position or
(2) any substantial downward change in Employee's compensation or
benefits, except for compensation and benefit changes which are
consistent with downward changes for all Company executives.
EMPLOYMENT AT WILL, LIMITATIONS OF REMEDIES:
The Company and Employee acknowledge that Employee's employment
is at-will and can be terminated by either party at any time with
or without cause. If Employee's employment terminates for any
reason, Employee shall not be entitled to any payments, benefits,
damages, awards or compensation other than as provided by this
Agreement. This at-will relationship supersedes any previous
written or oral statements by the parties and cannot be changed
except by written instrument signed by Employee and a duly
authorized officer of the Company.
TERMS OF EMPLOYMENT:
VOLUNTARY TERMINATION BY EMPLOYEE: Employee may terminate his
employment voluntarily by giving the Company 30 days' advance
notice in writing. The Company shall have no obligation to make
any further compensation or other payment subsequent to the date
when such a termination is effective, (the "effective date"). In
lieu of continuing to employ Employee through the effective date,
the Company shall have the option to terminate employment
immediately upon receipt of such notice. If the Company should
elect such option, it shall be obligated to continue to pay
Employee his base salary only through the effective date.
TERMINATION BY THE COMPANY: If the Company terminates Employee's
employment for Cause, no compensation or payments will be
provided to Employee following the date when such a termination
of employment is effective.
PAYMENTS UPON TERMINATION PURSUANT TO TERMINATION WITHOUT CAUSE AND
CONSTRUCTIVE TERMINATION
If Employee's employment is terminated without Cause, or there is
a change in control and Employee decides to terminate this
Agreement
<PAGE>
Mr. Yasushi Furukawa
CONFIDENTIAL
Page 4 of 5
or voluntarily by Employee within three months following a
Constructive Termination, Employee shall be entitled to receive
the following: Severance Payment: The Company shall continue to
pay to Employee his base salary at a rate of $250,000 for twelve
months, in monthly installments, following the date when such a
termination of employment is effective, provided that Employee
executes a waiver and release of claims in a format provided by
the Company. In addition, Company agrees to forward-vest 6 months
worth of options (100,000).
COMPANY
POLICIES AND
PROPRIETARY
INFORMATION
AGREEMENT: As an employee of the Company, you will be expected to abide by
all of the Company's policies and procedures. As a condition of
your employment, you also agree to sign and comply with the
Company's Proprietary Information Agreement.
OTHER
AGREEMENTS: By accepting this offer, you represent and warrant that your
performance of your duties for the Company will not violate any
agreements, obligations or understandings that you may have with
any third party or prior employer. You agree not to make any
unauthorized disclosure or use of, on behalf of the Company, any
confidential information belonging to any of your former
employers. You also represent that you are not in unauthorized
possession of any materials containing a third party's
confidential and proprietary information. Of course, during your
employment with the Company, you may make use of information
generally known and used by persons with training and experience
comparable to your own, and information which is common knowledge
in the industry or is otherwise legally available in the public
domain.
The Board of Directors is willing to consider the recruitment of
1-2 new Directors, nominated by you.
RIGHT TO
WORK: As required by law, this offer of employment is subject to
satisfactory proof of your right to work in the United States.
BOARD
AUTHORIZATION: Except as otherwise provided herein, the terms of this letter
agreement have been approved by the Board of Directors of the
Company and will be set forth in a duly adopted resolution of the
Board of Directors contained in the minute books of the Company.
<PAGE>
Mr. Yasushi Furukawa
CONFIDENTIAL
Page 5 of 5
START DATE: August 7, 2000
ENTIRE
AGREEMENT: This Agreement 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. If
you enter into this Agreement, you are doing so voluntarily, and
without reliance upon any promise, warranty of representation,
written or oral, other than those expressly contained herein.
This Agreement supersedes any other such promises, warranties,
representations or agreements. This Agreement may not be amended
or modified except by a written instrument signed by you and a
duly authorized officer of the Company.
ATTORNEY'S
FEES: Breaching party shall be responsible for the attorney's fees for
both parties.
GOVERNING
LAW: California
CONFIDENTIAL-
ITY: Other than as required by law, both parties shall keep this
Agreement in confidence.
If the foregoing accurately reflects our agreement, please so indicate by
signing where noted below and returning the enclosed duplicate copy of this
letter.
Signed:
/s/ John C. Bolger
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Mr. John C. Bolger
Chairman
ACCEPTED:
/s/ Yasushi Furukawa August 12, 2000
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Mr. Yasushi Furukawa Date
