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EXHIBIT 10.27
[TESSERA LETTERHEAD]
July 14, 2000
Dr. Rejeeva Lahri
Dear Rejeeva:
On behalf of Tessera, I would like to offer you employment as Chief
Operating Officer ("COO") and Sr. Vice President. This is an exempt position at
a starting annual salary of $230,000. In addition, there will be a bonus plan
for you for reaching the Company's operational and financial goals. Your bonus
would allow earning up to 35% of your annual salary for the achievement of all
objectives (bonus plan and goals to be more fully developed by the Tessera
executive management team and ratified by Tessera's Board of Directors).
Your responsibilities will include all operations in the Company except
Sales, Marketing, Finance, and Legal. You will be expected to provide leadership
and vision at Tessera in the areas of Technology Development and Engineering. In
addition, you will be expected to assume the central responsibility for planning
and executing the company's annual business plan.
If you accept this offer, you agree to begin work on August 22, 2000 or
sooner if your other commitments permit. You will be reporting directly to me in
my role as Tessera's President and CEO.
In addition, if you decide to join us, it will be recommended at the next
meeting of the Company's Board of Directors on August 22 that the Company grant
you an option under the Company's 2000 Incentive Stock Option Plan to purchase
775,000 shares of the Company's Common Stock at a price per share equal to the
fair market value per share of the Common Stock on the date of grant, as
determined by the Company's Board of Directors (current option price is $1.75
per share). Your stock options will be scheduled to vest as follows: 193,750
shares will vest on the first anniversary of your employment and 16,146 shares
per month will vest thereafter. This option grant shall be subject to the terms
and conditions of the Company's 2000 Incentive Stock Option Plan and Stock
Option Agreement.
As an employee, you are also eligible to receive certain employee benefits
including group medical and dental benefits, 401-k plan as well as other
Tessera sponsored benefits. You should note that the Company may modify
salaries and benefits from time to time, as it deems necessary.
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[TESSERA LETTERHEAD]
If your services are no longer required in the role of COO, as described
above, and you elect to leave Tessera, we will pay you six (6) months severance
pay. If your employment is terminated or your responsibilities are substantially
reduced as a result of a change of control of Tessera during your first year of
employment, Tessera will pay you a severance package consisting of a
continuation of your salary and benefits for a six (6) month period and the
remainder of your first year and one additional year of your stock options will
vest. Further, if your employment is terminated or your responsibilities are
substantially reduced due to a change of control during your second year of
employment, Tessera will pay you a severance package consisting of a
continuation of your salary and benefits for a six (6) month period and twelve
(12) additional months of your stock options will vest.
The Company is excited about your joining and looks forward to a beneficial
and fruitful relationship. Nevertheless, you should be aware that your
employment with the Company is for no specified period and constitutes at-will
employment. As a result, you are free to resign at any time, for any reason or
for no reason. Similarly, the Company is free to conclude its employment
relationship with you at any time, with or without clause, and with or without
notice. We request that, in the event of resignation, you give the Company at
least two weeks notice.
The Company reserves the right to conduct background investigations and/or
reference checks on all of its potential employees. Your job offer, therefore,
is contingent upon a clearance of such a background investigation and/or
reference check, if any. For purposes of federal immigration law, you will be
required to provide to the Company documentary evidence of your identity and
eligibility for employment in the United States. Such documentation must be
provided to us within three (3) business days of your date of hire, or our
employment relationship with you may be terminated.
We also ask that, if you have not already done so, you disclose to the
Company any and all agreements relating to your prior employment that may affect
your eligibility to be employed by the Company or limit the manner in which you
may be employed. If is the Company's understanding that any such agreements will
not prevent you from performing the duties of your position and you represent
that such is the case. Moreover, you agree that, during the term of your
employment with the company, you will not engage in any other employment,
occupation, consulting or other business activity directly related to the
business in which the Company is now involved or becomes involved during the
term of your employment, nor will you engage in any other activities that
conflict with your obligations to the Company. Similarly, you agree not to bring
any third party confidential information to the Company, including that of your
former employer, and that in performing your duties for the Company you will not
in any way utilize any such information.
As a Company employee, you will be expected to abide by company rules and
standards. You will be specifically required to sign an acknowledgment that you
have read and that you understand the Company's rules of conduct which are
included in the Company Handbook. As a condition of your employment, you will
also be required to sign and comply with an
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[TESSERA LETTERHEAD]
Employment, Confidential Information, Invention Assignment and Arbitration
Agreement which requires, among other provisions, the assignment of patent
rights to any invention made during your employment at the Company, and
non-disclosure of proprietary information. The Agreement also provides that in
the event of any dispute or claim relating to or arising out of our employment
relationship, you and the Company agree that all such disputes shall be fully
and finally resolved by binding arbitration.
To indicate your acceptance of the Company's offer, please sign and date
this letter in the space provided below. A duplicate original is enclosed for
your records. If you accept our offer, your first day of employment will be
August 21, 2000. this letter, along with any agreements relating to proprietary
rights between you and the Company, set forth the terms of your employment with
the Company and supersede any prior representations or agreements, whether
written or oral. This letter, including, but not limited to, its at-will
employment provision, may not be modified or amended except by a written
agreement signed by the Company President and you. This offer of employment
will terminate if it is not accepted, signed and returned by July 21, 2000.
Rajeeva, both myself and the team are very much looking forward to working
with you and excited about the future we can be build together for the Company.
Best Regards,
/s/ BRUCE McWILLIAMS
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Bruce McWilliams
President and CEO
Agreed to and accepted:
Signature: /s/ RAJEEVA LAMRI
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Printed Name: Rajeeva Lamri
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Date: July 18, 2000
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Enclosures
Duplicate Original Letter, Employment, Confidential Information, Invention
Assignment and Arbitration Agreement
