{"id":38852,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-3dfx-interactive-inc-and-richard-a.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-3dfx-interactive-inc-and-richard-a","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-3dfx-interactive-inc-and-richard-a.html","title":{"rendered":"Employment Agreement &#8211; 3dfx Interactive Inc. and Richard A. Heddleson"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n         This AGREEMENT is entered into as of June 8, 2001, but shall have\neffect from April 19, 2001 (the \"Effective Date\"), by and between Richard A.\nHeddleson (\"Executive\") and 3dfx Interactive, Inc., a California corporation\n(the \"Company\"). In consideration of the mutual covenants and agreements\nhereinafter set forth, the parties agree as follows:\n\n         1. DUTIES AND SCOPE OF EMPLOYMENT.\n\n                  (a) Position and Duties. For the term of his employment under\nthis Agreement, the Company agrees to employ Executive as its Chief Financial\nOfficer, reporting directly to the Chief Executive Officer (\"CEO\") and the Board\nof Directors of the Company. Executive shall have such duties and authority as\nare commensurate with one employed in his position, as may be customarily\nincident to such position, and as may be assigned to Executive from time to\ntime. Executive shall diligently, to the best of his ability, and with the\nhighest degree of good faith and loyalty, perform all such duties incident to\nhis position and use his best efforts to promote the interests of the Company.\nIf the Company's assets are transferred to a liquidating trust (the \"Trust\"),\nExecutive agrees to provide services to the Trust and\/or serve as trustee of the\nTrust, with such duties and authority as are set forth in the Trust documents,\nand on such terms as are mutually acceptable to the Executive and the Company\n(including the trustee's compensation for serving as such).\n\n                  (b) Obligations to the Company. During the Employment Period,\nExecutive shall devote his full time and energy to the business of the Company\nand shall not be engaged in any competitive business activity without the\nexpress written consent of the Board. Executive shall comply with the Company's\npolicies and rules, as they may be in effect from time to time during the term\nof his employment.\n\n                  (c) No Conflicting Obligations. Executive represents and\nwarrants to the Company that he is under no obligations or commitments, whether\ncontractual or otherwise, that are inconsistent with his obligations under this\nAgreement. Executive represents and warrants that he will not use or disclose,\nin connection with his employment by the Company, any trade secrets or other\nproprietary information or intellectual property in which Executive or any other\nperson has any right, title or interest and that his employment by the Company\nas contemplated by this Agreement will not infringe or violate the rights of any\nother person or entity. Executive represents and warrants to the Company that he\nhas returned all property and confidential information belonging to any prior\nemployers.\n\n         2. TERM OF EMPLOYMENT.\n\n                  (a) Basic Rule. The Company agrees to continue Executive's\nemployment, and Executive agrees to remain in employment with the Company, from\nthe Effective Date until the date when Executive's employment terminates\npursuant to Subsection 2(b) below (the \"Employment Period\"). Executive's\nemployment with the Company shall be \"at will,\" which means that either\nExecutive or the Company may terminate Executive's employment at any time, for\nany reason, with \"Cause\" or \"Without Cause.\"\n\n                  (b) Termination. The Company or Executive may terminate\nExecutive's employment at any time for any reason (or no reason), and with\n\"Cause\" or \"Without Cause,\" by giving the other party fourteen (14) days' notice\nin writing. Executive's employment shall terminate automatically in the event of\nhis death. If not earlier terminated pursuant to the preceding sentences, the\nEmployment Period shall terminate upon the complete liquidation and dissolution\nof the Company.\n\n         3. CASH AND INCENTIVE COMPENSATION.\n\n                  (a) Salary. The Company shall pay Executive as compensation\nfor his services the sum of Two Hundred and Seventy Five Thousand Dollars\n($275,000) (\"Base Salary Amount\"), less applicable deductions and withholdings.\nThe Executive acknowledges and agrees that the Employment Period may extend\nbeyond a twelve-month period, and that the compensation figure set forth above\nis intended to compensate him both for such twelve-month period and any portion\nof the Employment Period beyond such twelve-month period. Executive's\ncompensation shall be payable in accordance with the Company's standard payroll\nschedule over the twelve-month period commencing on the Effective Date, subject\nto Section 4 pertaining to termination of Executive's employment.\n\n                  (b) Stock Options. As of June 8, 2001, Executive was granted\noptions to acquire a total of 800,000 shares of the Company's common stock at a\nper share exercise price of $0.38 pursuant to the Company's Employee Stock Plan\n(the \"Plan\"). The terms of Executive's stock options are set forth in a separate\nNotice of Option Grant.\n\n\n\n   2\n\n                  (c) Vacation and Executive Benefits. During the term of his\nemployment, Executive shall be eligible for vacation each year, in accordance\nwith the Company's standard policy for senior executives, as it may be amended\nfrom time to time. Executive shall be eligible during his Employment Period to\nparticipate in any employee benefit plans generally available to the other\nsenior executives of the Company, subject in each case to the generally\napplicable terms and conditions of the plan in question and to the\ndeterminations of any person or committee administering such plan. The Company\nreserves the right to amend, modify or terminate any employee benefits at any\ntime for any reason.\n\n                  (d) Business Expenses. During the term of his employment,\nExecutive shall be authorized to incur necessary and reasonable travel and other\nbusiness expenses in connection with his duties hereunder, pursuant to and\nconsistent with policies and procedures as established by the Company and as may\nbe modified from time-to-time. The Company shall reimburse Executive for such\nexpenses upon presentation of an itemized account and appropriate supporting\ndocumentation, in accordance with Company policy and procedures.\n\n         4. PAYMENTS, BENEFITS AND ACCELERATION FOLLOWING TERMINATION.\n\n                  (a) Termination without Cause. Subject to Section 4(e) of this\nAgreement, if the Company terminates Executive's employment \"Without Cause\",\nthen Executive shall receive:\n\n                           (i)      If the Employment Period terminates prior to\n                                    April 19, 2002 (the \"Anniversary Date\"),\n                                    then a single lump-sum payment equal to the\n                                    Base Salary Amount, less all base salary\n                                    compensation payments already made to\n                                    Executive;\n\n                           (ii)     Immediate vesting of his stock option; and\n\n                           (iii)    Payment of Executive's premiums for health\n                                    insurance (not to exceed $350 per month)\n                                    through the Anniversary Date.\n\n                  (b) Resignation or Termination for \"Cause.\" In the event that:\n(i) Executive's employment is terminated by the Company at any time for \"Cause,\"\nor (ii) Executive resigns his employment for any reason, then upon the\ntermination of Executive's employment, Executive will be paid his base salary\nand all unused vacation earned through the date of termination, but nothing\nelse, and all stock vesting and benefits will cease on Executive's date of\ntermination.\n\n                  (c) Release Required. As a prior condition to Executive\nreceiving any payment, benefit or stock acceleration under Section 4(a) of this\nAgreement, Executive and the Company shall execute a full mutual release of\nknown and unknown claims against each other, their successors, affiliates,\nemployees, agents, advisors and representatives, in mutually agreeable form.\n\n                  (d) Termination Due to Death or Disability. If Executive's\nemployment is terminated due to death or Disability, then Executive, or\nExecutive's estate, will receive payment for all Base Salary and accrued but\nunused vacation earned through the date of termination and immediate vesting of\n50% of his unvested stock options.\n\n                  (e) Definitions.\n\n                           (i)      Termination for \"Cause.\" For all purposes\n                                    under this Agreement, a termination for\n                                    \"Cause\" shall mean a termination of\n                                    Executive's employment for any of the\n                                    following reasons: (1) misconduct; (2)\n                                    misappropriation of the assets of the\n                                    Company; (3) conviction of, or a plea of\n                                    \"guilty\" or \"no contest\" to a felony under\n                                    the laws of the United States or any state\n                                    thereof; (4) committing an act of fraud\n                                    against, or the misappropriation of property\n                                    belonging to, the Company; (5) a material\n                                    breach of any confidentiality or proprietary\n                                    information agreement between Executive and\n                                    the Company; or (6) continued unsatisfactory\n                                    performance after being given a written\n                                    warning and at least thirty (30) days to\n                                    improve performance. A termination of\n                                    Executive's employment in any other\n                                    circumstance or for any other reason will be\n                                    a termination \"Without Cause.\"\n\n                           (ii)     \"Disability.\" For all purposes under this\n                                    Agreement, \"Disability\" means Executive's\n                                    inability to carry out his material duties\n                                    under this Agreement for more than six (6)\n\n\n\n                                      -2-\n   3\n\n                                    months in any twelve (12) consecutive month\n                                    period as a result of incapacity due to\n                                    mental or physical illness or injury.\n\n         5. SUCCESSORS.\n\n                  (a) Company's Successors. This Agreement shall be binding upon\nany successor (whether direct or indirect and whether by purchase, lease,\nmerger, consolidation, liquidation or otherwise) to all or substantially all of\nthe Company's business and\/or assets. For all purposes under this Agreement, the\nterm \"Company\" shall include any successor to the Company's business and\/or\nassets which becomes bound by this Agreement.\n\n                  (b) Executive's Successors. This Agreement and all rights of\nExecutive hereunder shall inure to the benefit of, and be enforceable by,\nExecutive's personal or legal representatives, executors, administrators,\nsuccessors, heirs, distributees, devisees and legatees.\n\n         6. ARBITRATION. Executive and the Company agree to arbitrate before a\nneutral arbitrator any and all disputes or claims arising from or relating to\nExecutive's employment with the Company, or the termination of that employment,\nincluding disputes or claims against any current or former agent or employee of\nthe Company.\n\n                  (a) Arbitrable Claims. Arbitrable disputes or claims include\nthose which arise in tort, contract, or pursuant to a statute, regulation, or\nordinance now in existence or which may in the future be enacted or recognized,\nincluding, but not limited to, the following claims:\n\n                           (i)      claims for fraud, promissory estoppel,\n                                    fraudulent inducement of contract or breach\n                                    of contract or contractual obligation,\n                                    whether such alleged contract or obligation\n                                    be oral, written, or express or implied by\n                                    fact or law;\n\n                           (ii)     claims for wrongful termination of\n                                    employment, violation of public policy and\n                                    constructive discharge, infliction of\n                                    emotional distress, misrepresentation,\n                                    interference with contract or prospective\n                                    economic advantage, defamation, unfair\n                                    business practices, and any other tort or\n                                    tort-like causes of action relating to or\n                                    arising from the employment relationship or\n                                    the formation or termination thereof;\n\n                           (iii)    claims of discrimination, harassment, or\n                                    retaliation under any and all federal,\n                                    state, or municipal statutes, regulations,\n                                    or ordinances that prohibit discrimination,\n                                    harassment, or retaliation in employment, as\n                                    well as claims for violation of any other\n                                    federal, state, or municipal statute,\n                                    regulation, or ordinance, except as set\n                                    forth herein; and\n\n                           (iv)     claims for non-payment or incorrect payment\n                                    of wages, commissions, bonuses, severance,\n                                    employee fringe benefits, stock options and\n                                    the like, whether such claims be pursuant to\n                                    alleged express or implied contract or\n                                    obligation, equity, the California Labor\n                                    Code, the Fair Labor Standards Act, the\n                                    Employee Retirement Income Securities Act,\n                                    and any other federal, state, or municipal\n                                    laws concerning wages, compensation or\n                                    employee benefits.\n\n                  (b) Non-Arbitrable Claims. Executive and the Company further\nunderstand and agree that the following disputes and claims are not covered by\nthe arbitration agreement contained in this Section 7 and shall therefore be\nresolved as required by the law then in effect:\n\n                           (i)      claims for workers' compensation benefits,\n                                    unemployment insurance, or state or federal\n                                    disability insurance;\n\n                           (ii)     claims concerning the validity,\n                                    infringement, enforceability, or\n                                    misappropriation of any trade secret, patent\n                                    right, copyright, trademark, or any other\n                                    intellectual or confidential property held\n                                    or sought by Employee or the Company; and\n\n                           (iii)    any other dispute or claim that has been\n                                    expressly excluded from arbitration by\n                                    statute.\n\n                  (c) Relief and Review. The Arbitrator shall have the authority\nto award any relief authorized by law in connection with the asserted claims or\ndisputes and shall issue a written Award that sets forth the essential findings\nand \n\n\n\n                                      -3-\n   4\n\nconclusions on which the Award is based. The Arbitrator's Award shall be final\nand binding on both the Company and Employee and it shall provide the exclusive\nremedy(ies) for resolving any and all disputes and claims subject to arbitration\nunder this Agreement. The Arbitrator's Award shall be subject to correction,\nconfirmation, or vacation, as provided by California Code of Civil Procedure\nSection 1285.8 et seq and any applicable California case law setting forth the\nstandard of judicial review of arbitration Awards.\n\n                  (d) Location and Rules. The arbitration shall be conducted in\nSanta Clara County, California, or such location as is mutually agreeable to the\nparties, in accordance with the National Rules for the Resolution of Employment\nDisputes of the American Arbitration Association; provided, however, that the\nArbitrator shall allow the discovery authorized by California Code of Civil\nProcedure Section 1283.05 or any other discovery required by California law.\nAlso, to the extent that any of the National Rules for the Resolution of\nEmployment Disputes or anything in this Agreement conflicts with any arbitration\nprocedures required by California law, the arbitration procedures required by\nCalifornia law shall govern.\n\n                  (e) Costs and Attorneys' Fees. The Company will bear the\narbitrator's fee and any other type of expense or cost that Executive would not\nbe required to bear if he were free to bring the dispute(s) or claim(s) in court\nas well as any other expense or cost that is unique to arbitration. Executive\nand the Company shall each bear their own attorneys' fees incurred in connection\nwith the arbitration, and the arbitrator will not have authority to award\nattorneys' fees unless a statute or contract at issue in the dispute authorizes\nthe award of attorneys' fees to the prevailing party, in which case the\narbitrator shall have the authority to make an award of attorneys' fees as\nrequired or permitted by applicable law. If there is a dispute as to whether the\nCompany or Executive is the prevailing party in the arbitration, the Arbitrator\nwill decide this issue.\n\n         7. MISCELLANEOUS PROVISIONS.\n\n                  (a) Notice. Notices and all other communications contemplated\nby this Agreement shall be in writing and shall be deemed to have been duly\ngiven when personally delivered or when mailed by overnight courier, U.S.\nregistered or certified mail, return receipt requested and postage prepaid.\nMailed notices shall be addressed to Executive at the home address which he most\nrecently communicated to the Company in writing. In the case of the Company,\nmailed notices shall be addressed to its corporate headquarters, and all notices\nshall be directed to the attention of its Secretary.\n\n                  (b) Modifications and Waivers. No provision of this Agreement\nshall be modified, waived or discharged unless the modification, waiver or\ndischarge is agreed to in writing and signed by Executive and by an authorized\nofficer of the Company (other than Executive). No waiver by either party of any\nbreach of, or of compliance with, any condition or provision of this Agreement\nby the other party shall be considered a waiver of any other condition or\nprovision or of the same condition or provision at another time.\n\n                  (c) Whole Agreement. No other agreements, representations or\nunderstandings (whether oral or written) which are not expressly set forth in\nthis Agreement have been made or entered into by either party with respect to\nthe subject matter of this Agreement. This Agreement and any proprietary\ninformation agreement between the Company and the Executive, and applicable\nstock option agreements and stock plans, contain the entire understanding of the\nparties with respect to the subject matter hereof.\n\n                  (d) Taxes. All payments made under this Agreement shall be\nsubject to reduction to reflect taxes or other charges required to be withheld\nby law.\n\n                  (e) Choice of Law. The validity, interpretation, construction\nand performance of this Agreement shall be governed by the laws of the State of\nCalifornia (except provisions governing the choice of law).\n\n                  (f) Severability. The invalidity or unenforceability of any\nprovision or provisions of this Agreement shall not affect the validity or\nenforceability of any other provision hereof, which shall remain in full force\nand effect.\n\n                  (g) No Assignment. This Agreement and all rights and\nobligations of Executive hereunder are personal to Executive and may not be\ntransferred or assigned by Executive at any time. The Company may assign its\nrights under this Agreement to any entity that assumes the Company's obligations\nhereunder in connection with any sale or transfer of all or a substantial\nportion of the Company's assets to such entity.\n\n                  (h) Headings. The headings of the paragraphs contained in this\nAgreement are for reference purposes only and shall not in any way affect the\nmeaning or interpretation of any provision of this Agreement.\n\n\n\n                                      -4-\n   5\n\n                  (i) Counterparts. This Agreement may be executed in two or\nmore counterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n                  IN WITNESS WHEREOF, each of the parties has executed this\nAgreement, in the case of the Company by its duly authorized officer, as of the\nday and year first above written.\n\n\n                                       EXECUTIVE\n\n\n\n                                       \/s\/ Richard A. Heddleson\n                                       -----------------------------------------\n                                       RICHARD A. HEDDLESON\n\n\n                                       3DFX INTERACTIVE, INC.\n\n\n\n                                       By: \/s\/ Gordan Campbell\n                                          --------------------------------------\n                                       Name: GORDON CAMPBELL                  \n                                            ------------------------------------\n                                       Title: CHAIRMAN OF THE BOARD\n                                             -----------------------------------\n\n\n\n                                      -5-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6538],"corporate_contracts_industries":[9508],"corporate_contracts_types":[9539,9544],"class_list":["post-38852","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-3dfx-interactive-inc","corporate_contracts_industries-technology__hardware","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38852","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38852"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38852"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38852"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38852"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}