{"id":38947,"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-avanex-corp-and-william-lanfri.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-avanex-corp-and-william-lanfri","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-avanex-corp-and-william-lanfri.html","title":{"rendered":"Employment Agreement &#8211; Avanex Corp. and William Lanfri"},"content":{"rendered":"<pre>\n                               AVANEX CORPORATION\n\n                              EMPLOYMENT AGREEMENT\n\n\n\n     This Agreement is made by and between Avanex Corporation (the \"Company\"),\nand William Lanfri (the \"Executive\").\n\n     1.   Duties and Scope of Employment.\n\n          (a) Position: Employment Commencement Date.  The Company shall employ\nthe Executive as the Acting Chief Executive Officer of the Company reporting to\nthe Company's Board of Directors (the \"Board\"), until such time as a permanent\nChief Executive Officer is hired by the Company. Thereafter, for the duration of\nExecutive's employment by the Company, Executive shall, at the discretion of the\npermanent Chief Executive Officer, serve as an advisor to the permanent Chief\nExecutive Officer or the Board. Executive's employment with the Company pursuant\nto this agreement shall commence on June 10, 1998 and continue, if not earlier\nterminated by either party hereto, until December 18, 1998.\n\n          (b) Obligations.  Executive shall devote at least the equivalent of\nthree full-time days per week, on average, of his business efforts and time to\nthe Company through the term of this Agreement. As the Acting Chief Executive\nOfficer, Executive will lead the executive team of the Company. Executive agrees\nnot to commit to activities outside of his employment with the Company that\nwould require more than half of his business efforts and time. Executive will\ninform the Board of any new business activities or time commitments that he\nmakes subsequent to the commencement of his employment with the Company.\n\n     Executive's performance objectives include the following:\n\n     o    Delivery of the initial components business in Fiscal Year 1998,\n          including contract completing, staffing and appropriate product\n          shipments and related deliverables.\n\n     o    Development of the marketing and technical framework and of the\n          primary business and staffing plan for the sub-systems business,\n          including setup of Dallas-area offices.\n\n     o    Work on the cultural and organizational issues that are part of the\n          strategy of bringing together the component and the systems teams,\n          including creation of appropriate roles and job titles\/structures.\n\n     o    Help interview and sell potential permanent Chief Executive Officer\n          candidates.\n\n     2.   Employee Benefits.  During his employment hereunder, Executive shall\nbe eligible to participate in the employee benefit plans maintained by the\nCompany to the full extent provided for under those plans and except as\notherwise specifically provided for herein.\n\n \n\n     3.   At-Will Employment. Executive and the Company understand and\nacknowledge that Executive's employment with the Company constitutes \"at-will\"\nemployment. Executive and the Company acknowledge that this employment\nrelationship may be terminated at any time, with or without good cause or for\nany or no cause, at the option either of the Company or Executive.\n\n     4.   Stock Option. The Company will grant to Executive an option for\nshares of Common Stock equal to 0.75 percent of the Company's outstanding\nshares of Common Stock on an as-converted and fully diluted basis assuming\nissuance of all shares of Preferred Stock pursuant to the Series A, Series B\nand Series C Preferred Stock Purchase Agreement dated as of February 10, 1998\nand at an exercise price of the then fair market value of the Common Stock, as\ndetermined by the Board pursuant to a Stock Option Agreement in substantially\nthe form attached hereto as Exhibit A.\n\n     5.   Expenses. The Company will pay or reimburse Executive for reasonable\ntravel, entertainment or other expenses incurred by Executive in the furtherance\nof or in connection with the performance of Executive's duties hereunder in\naccordance with the Company's established policies. To defer business expenses\nincurred in connection with Executive's commute, the Company shall reimburse\nExecutive in an amount not to exceed $50,000.00 in accordance with a formula\ndiscussed by the Board.\n\n     6.   No Additional Compensation. Executive shall not be entitled to any\nannual salary or compensation not otherwise described in this Agreement.\nExecutive understands and agrees that neither his job performance nor\npromotions, commendations, bonuses or the like from the Company give rise to or\nin any way serve as the basis for modification, amendment, or extension, by\nimplication or otherwise, of this Agreement.\n\n     7.   Enforcement. In the event of any action to enforce the terms of this\nAgreement, the prevailing party in such action shall be entitled to such\nparty's reasonable costs and expenses of enforcement including, without\nlimitation, reasonable attorneys' fees.\n\n     8.   Assignment. This Agreement shall be binding upon and inure to the\nbenefit of (a) the heirs, executors and legal representatives of Executive upon\nExecutive's death and (b) any successor of the Company. Any such successor of\nthe Company shall be deemed substituted for the Company under the terms of this\nAgreement for all purposes. As used herein, \"successor\" shall include any\nperson, firm, corporation or other business entity which at any time, whether\nby purchase, merger or otherwise, directly or indirectly acquires all or\nsubstantially all of the assets or business of the Company. None of the rights\nof Executive to receive any form of compensation payable pursuant to this\nAgreement shall be assignable or transferable except through a testamentary\ndisposition or by the laws of descent and distribution upon the death of\nExecutive following termination without cause. Any attempted assignment,\ntransfer, conveyance or other disposition (other than as aforesaid) of any\ninterest in the rights of Executive to receive any form of compensation\nhereunder shall be null and void.\n\n\n                                      -2-\n\n     9.   Notices. All notices, requests, demands and other communications\ncalled for hereunder shall be in writing and shall be deemed given if delivered\npersonally or three (3) days after being mailed by registered or certified\nmail, return receipt requested, prepaid and addressed to the parties or their\nsuccessors in interest at the following addresses, or at such other addresses\nas the parties may designate by written notice in the manner aforesaid:\n\n     If to the Company:    Avanex Corporation\n                           42501 Albrae Avenue\n                           Fremont, CA 94538\n\n     If to Executive:      William Lanfri\n                           at the last residential address known by the Company.\n\n     10.  Severability. In the event that any provision hereof becomes or is\ndeclared by a court of competent jurisdiction to be illegal, unenforceable or\nvoid, this Agreement shall continue in full force and effect without said\nprovision.\n\n     11.  Proprietary Information Agreement. Executive will execute the\nCompany's Employment, Confidential Information, Invention Assignment and\nArbitration Agreement (the \"Proprietary Information Agreement\") in the form\nattached hereto as Exhibit B.\n\n     12.  Entire Agreement. This Agreement, the Company's 1998 Stock Plan, the\nStock Option Agreement, and the Proprietary Information Agreement represent the\nentire agreement and understanding between the Company and Executive concerning\nExecutive's employment relationship with the Company, supersedes and replaces\nany and all prior agreements and understandings concerning Executive's\nemployment relationship with the Company.\n\n     13.  No Oral Modification, Cancellation or Discharge. This Agreement may\nonly be amended, canceled or discharged in writing signed by Executive and the\nCompany.\n\n     14.  Governing Law. This Agreement shall be governed by the laws of the\nState of California.\n\n     15.  Effective Date. This Agreement is effective immediately after it has\nbeen signed.\n\n     16.  Acknowledgment. Executive acknowledges that he has had the\nopportunity to discuss this matter with and obtain advice from his private\nattorney, has had sufficient time to, and has carefully read and fully\nunderstands all the provisions of this Agreement, and is knowingly and\nvoluntarily entering into this Agreement.\n\n\n                                      -3-\n\n     IN WITNESS WHEREOF, the undersigned have executed this Agreement on the\nrespective dates set forth below.\n\nAVANEX CORPORATION                      WILLIAM LANFRI\n\nBy:  \/s\/ SIMON X. CAO                   \/s\/ WILLIAM LANFRI\n     ------------------------------     --------------------------------\n               Signature                          Signature\n\nTitle: President\n      -----------------------------\n\nDate: July 17, 1998                    Date: July 15, 1998\n     ------------------------------          ---------------------------\n\n\n\n                                      -4-\n\n\n\n\n TYPE:  EX-10.23\n SEQUENCE:  28\n DESCRIPTION:  EMPLOYMENT LETTER - PETER MAGUIRE\n\n\n\n                                                                   EXHIBIT 10.23\n\n[AVANEX CORPORATION LETTERHEAD]\n\nPeter R. Maguire\n2913 Shadywood Lane\nPlano, TX 75023\n\n\nJune 18, 1999\n\n                                  OFFER LETTER\n\nDear Mr. Maguire,\n\n     I am pleased to offer you a position with Avanex Corporation (the\n\"Company\") as a Vice President of Worldwide Sales commencing on June 28, 1999.\nThis position will be based in Richardson, Texas. You will receive an annual\nsalary of $165,000, which will be paid bi-weekly in accordance with the\nCompany's normal payroll procedures. You will also receive a sign on bonus of\n$100,000. If you leave the Company voluntarily or the company terminates your\nemployment for cause, you will pay off the balance of the sign on bonus, which\nis reduced by $8,333.33 per full month of your employment with the Company. You\nwill also receive a sales commission, under a separate commission agreement,\nequal to 0.5% of sales amount made by June 30, 2000. The commission will be\npaid upon the collection of the sales and in quarterly basis. The commission\nagreement will be reviewed and renegotiated annually.\n\n     As a Company employee, you are also eligible to receive certain employee\nbenefits including Medical, Dental, and Vision insurance at no cost. Dependent\ncoverage for these benefits is available at a minimal rate immediately.\n\n     You will begin accruing time off \/ vacation at a rate of 1.25 day for each\nfull month of employment up to 15 days a year. You are also entitled to have 8\nnational holidays plus 2 floating holidays with pay.\n\n     We will recommend to the Board of Directors of the Company that, at the\nnext Board meeting, you be granted an [incentive] stock option entitling you to\npurchase up to 550,000 shares of Common Stock of the Company at the then\ncurrent fair market value as determined by the Board at that meeting. Such\noptions shall be subject to the terms and conditions of the Company's Stock\nOption Plan and Stock Option Agreement.\n\n     You should be aware that your employment with the Company is for no\nspecified period and constitutes at will employment. As a result, you are free\nto resign at any time, for any reason or for no reason. Similarly, the Company\nis free to conclude its employment relationship with you at any time, with or\nwithout cause.\n\n     For purposes of federal immigration law, you will be required to provide\nto the Company documentary evidence of your identity and eligibility for\nemployment in the United States. Such documentation must be provided to us\nwithin three (3) business days of your date of hire, or our employment\nrelationship with you may be terminated.\n\n\n[AVANEX CORPORATION LETTERHEAD]\n\n\n     I have enclosed our standard Proprietary Information Agreement as a\ncondition of your employment. If you accept this offer, please return to me a\nsigned copy of that agreement.\n\n     In the event of any dispute or claim relating to or arising out of our\nemployment relationship, you and the Company agree that all such disputes shall\nbe fully and finally resolved by binding arbitration conducted by the American\nArbitration Association in Alameda County, California. HOWEVER, we agree that\nthis arbitration provision shall not apply to any disputes or claims relating\nto or arising out of the misuse or misappropriation of the Company's trade\nsecrets or proprietary information.\n\n     To indicate your acceptance of the Company's offer, please sign and date\nthis letter in the space provided below and return it to me. A duplicate\noriginal is enclosed for your records. This letter, along with the agreement\nrelating to proprietary rights between you and the Company, set forth the terms\nof your employment with the Company and supersede any prior representations or\nagreements, whether written or oral. This letter may not be modified or amended\nexcept by a written agreement, signed by an officer of the Company and by you.\n\n     We look forward to working with you at Avanex Corporation.\n\n                                        Sincerely,\n\n                                        AVANEX CORPORATION\n\n\n                                        \/s\/ WALTER ALLESSANDRINI\n                                        ------------------------------\n                                        Walter Allessandrini\n                                        President and CEO\n\nACCEPTED AND AGREED TO this\n19th day of June, 1999.\n\n\n\/s\/ PETER R. MAGUIRE\n------------------------------\nPeter R. Maguire\n\n\nEnclosures:  Duplicate Original Letter\n             Proprietary Information Agreement\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6807],"corporate_contracts_industries":[9512],"corporate_contracts_types":[9539,9544],"class_list":["post-38947","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-avanex-corp","corporate_contracts_industries-technology__semiconductors","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\/38947","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=38947"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38947"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38947"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38947"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}