{"id":39717,"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-western-multiplex-corp-and-amir-zoufonoun.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-western-multiplex-corp-and-amir-zoufonoun","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-western-multiplex-corp-and-amir-zoufonoun.html","title":{"rendered":"Employment Agreement &#8211; Western Multiplex Corp. and Amir Zoufonoun"},"content":{"rendered":"<pre>\n                             EMPLOYMENT AGREEMENT\n\n\n          AGREEMENT, made as of November 1, 1999 by and between Western\nMultiplex Corporation (the 'Company'), a Delaware corporation and Amir\nZoufonoun ('Executive').\n\n                                   RECITALS\n\n          In connection with the acquisition by WMC Holding Corp. of all of\nthe issued and outstanding capital stock of Western Multiplex Corporation\nfrom Glenayre Technologies, Inc., the Company desires to employ Executive to\nserve as the President and Chief Operating Officer of the Company.  In order\nto induce Executive to serve as the President and Chief Operating Officer of\nthe Company, the Company desires to provide Executive with compensation and\nother benefits on the terms and conditions set forth in this Agreement.\n\n          Executive is willing to accept such employment and perform services\nfor the Company, on the terms and conditions hereinafter set forth.\n\n          It is therefore hereby agreed by and between the parties as\nfollows:\n\n          1.  Employment.\n              ----------\n\n          1.1  Subject to the terms and conditions of this Agreement,\neffective as of the date of the closing of the acquisition contemplated above\n(the 'Closing Date'), the Company agrees to employ Executive during the term\nhereof (as defined in Section 2 below) as its President and Chief Operating\nOfficer.  In his capacity as the President and Chief Operating Officer of the\nCompany, Executive shall report to the Chief Executive Officer (the 'CEO') or\nthe Board of Directors (the 'Board') of the Company and shall have the\ncustomary powers, responsibilities and authorities of a president for\ncorporations of the size and character of the Company, as it exists from time\nto time, and as are assigned by the CEO or the Board.\n\n          1.2  Subject to the terms and conditions of this Agreement,\nExecutive hereby accepts employment with the Company commencing on the date\nhereof, and agrees to devote his full working time and efforts, to the best\nof his ability, experience and talent, to the performance of services, duties\nand responsibilities in connection therewith.  Executive shall perform such\nduties and exercise such powers, commensurate with his position, as the CEO\nor the Board shall from time to time delegate to him on such terms and\nconditions and subject to such restrictions as the CEO or the Board may\nreasonably from time to time impose.  Executive also agrees to serve, if\nelected, as a member of the Board.\n\n\n \n\n \n          1.3  Nothing in this Agreement shall preclude Executive from\nengaging, so long as, in the reasonable determination of the CEO, such\nactivities do not interfere with his duties and responsibilities hereunder,\nin charitable and community affairs, from managing any passive investment\nmade by him in publicly traded equity securities or other property (provided\nthat no such investment may exceed 5% of the equity of any entity or, without\nprior notice to the CEO and the Board and subject to Section 12(b) hereof,\nfrom serving as a member of boards of directors or as a trustee of any other\ncorporation, association or entity.\n\n          1.4  Executive hereby represents to the Company that the execution\nand delivery of this Agreement by Executive and the Company and the\nperformance by Executive of the Executive's duties hereunder shall not\nconstitute a breach of, or otherwise contravene, the terms of any employment\nagreement or other agreement or policy to which Executive is a party or\notherwise bound.\n\n          2.  Term of Employment.  Executive's term of employment under this\nAgreement shall commence on the date of the Closing Date (the 'Effective\nDate') and, subject to the terms hereof, Executive and the Company agree and\nacknowledge that Executive's employment with the Company constitutes 'at-\nwill' employment and that this Agreement may be terminated at any time by the\nCompany or Executive; provided, however, that any termination of employment\nby Executive (other than for death or Permanent Disability) may only be made\nupon 90 days prior written notice to the Company.\n\n          3.  Compensation.\n              ------------\n\n          3.1  Salary.  The Company shall pay Executive a base salary ('Base\nSalary') at the rate of $175,000 per annum for the year commencing on the\nbeginning of Executive's term of employment hereunder.  Base Salary shall be\nadjusted annually at the discretion of the Board but in no event shall Base\nSalary be reduced nor be less than the median base salary for a comparable\nposition at corporations of similar size and character as the Company, as it\nexists from time to time, and, as increased, shall constitute 'Base Salary'\nhereunder.  Base Salary shall be payable in accordance with the ordinary\npayroll practices of the Company.\n\n          3.2  Annual Bonus.  In addition to his Base Salary, the Company\nmay, in its discretion, pay to Executive an annual cash bonus (the 'Bonus')\nduring the term of his employment hereunder equal to a percentage of\nExecutive's Base Salary (the 'Target Bonus').  The Bonus for each fiscal year\nof the Company will be based on performance targets as may be established by\nthe Board (or a committee thereof), pursuant to an annual incentive plan that\nis substantially similar to the plan in effect at the Company immediately\nprior to the Closing Date.\n\n\n                                      -2-\n\n\n \n\n \n          3.3  Compensation Plans and Programs.  Executive shall be eligible\nto participate in any compensation plan or program maintained by the Company\nfrom time to time in which other senior executives of the Company participate\non terms that are intended to be comparable to those applicable to such other\nsenior executives.\n\n          3.4  Equity Participation.  (a) Simultaneous with the execution of\nthis Agreement, Executive shall subscribe to a certain number of shares of\ncommon stock, par value $.01 per share of the Company ('Common Stock'), to be\npurchased by Executive on the Closing Date from the Company at the same per\nshare purchase price paid by WMC Holding Corp. pursuant to a stockholder's\nagreement to be entered into with the Company, substantially in the form of\nthe stockholder's agreement attached hereto as Exhibit [A].  Such purchase\nshall be financed by Executive personally; provided, that the Company shall\nguarantee a loan obtained by Executive from a third-party lender, in an\namount to be agreed upon, in respect of a portion of the Common Stock\npurchased by Executive on the Closing Date, the terms of which are set forth\nin Exhibit [B] attached hereto.\n\n          (b) (i)  Executive shall also be granted an option to purchase a\ncertain number of shares of Common Stock at the same per share purchase price\npaid by WMC Holding Corp. on the Closing Date, which option shall vest (i)\n12\/36 after the first anniversary of the date of grant and (ii) thereafter,\n1\/36 until such option is 100% vested, and which shall otherwise be subject\nto the terms and conditions of the stock option plan of the Company in effect\nfrom time to time and the stockholder's agreement as discussed above (the\n'Time Option'), [the terms of which are set forth in Exhibit [C] hereto].\n\n          (ii)  Executive shall also be granted an option to purchase a\ncertain number of shares of Common Stock at a per share purchase price equal\nto the fair market value of such shares at the date of grant, which option\nshall vest (A) 100% in any event upon the tenth anniversary of the date of\ngrant, but (B) which vesting may accelerated in the event that certain\nperformance targets are achieved by the Company for fiscal years 2000 and\n2001, which performance targets shall be established by the Board (the\n'Performance Option'), [the terms of which are set forth in Exhibit [D]\nhereto].\n\n          (c)  In addition, the Company may, in its discretion, grant to\nExecutive additional options during the term of his employment hereunder as\nmay be determined by the Board (or a committee thereof) in accordance with\nthe terms of the stock option plan of the Company as in effect from time to\ntime, which options shall also be subject to the terms and conditions of the\nstock option plan of the Company in effect from time to time and the\nstockholder's agreement as discussed above.\n\n\n\n                                      -3-\n\n\n \n\n \n          4.  Employee Benefits.\n              -----------------\n\n          4.1  Employee Benefit Programs, Plans and Practices.  The Company\nshall provide Executive during the term of his employment hereunder with\ncoverage under all employee pension and welfare benefit programs, plans and\npractices (commensurate with his positions in the Company from time to time\nand to the extent permitted under any employee benefit plan) in accordance\nwith the terms thereof, which the Company makes available to its senior\nexecutives.\n\n          4.2  Vacation, Sick Leave and Fringe Benefits.  Executive shall be\nentitled to such number of days of paid vacation and sick leave in each\ncalendar year as established under the Company's policies as in effect from\ntime to time, which shall be taken at such times as are consistent with\nExecutive's responsibilities hereunder.  In addition, Executive shall be\nentitled to the perquisites and other fringe benefits currently made\navailable to senior executives of the Company, commensurate with his position\nwith the Company.\n\n          5.  Expenses.  Executive is authorized to incur reasonable expenses\nin carrying out his duties and responsibilities under this Agreement,\nincluding, without limitation, expenses for travel and similar items related\nto such duties and responsibilities.  The Company will reimburse Executive\nfor all such expenses upon presentation by Executive from time to time of\nappropriately itemized and approved (consistent with the Company's policy)\naccounts of such expenditures.\n\n          6.  Termination of Employment.\n              -------------------------\n\n          6.1  Termination By the Company Without Cause By the Executive for\nGood Reason.  (a)  The Company may terminate Executive's employment at any\ntime for any reason.  If Executive's employment is terminated by the Company\nwithout Cause (as defined in Section 6.4(b) hereof) or by Executive for Good\nReason (as defined in Section 6.4(c) hereof), Executive shall receive such\npayments, if any, under applicable plans or programs to which he is entitled\npursuant to the terms of such plans or programs.  In addition, Executive\nshall be entitled to receive the following:\n\n          (i) an amount equal to one times the Executive's Base Salary at the\nannual rate as of the Termination Date, payable over the twelve month period\nfollowing the Termination Date in substantially equal installment payments\nand in accordance with the normal payroll practices of the Company;\n\n          (ii) a cash lump sum payment in respect of (x) accrued but unused\nvacation days (the 'Vacation Payment'), (y) compensation earned but not yet\npaid (including any deferred Bonus payments) (the 'Compensation Payment') and\n(z) reasonable expenses incurred under Section 5 but not yet reimbursed (the\n'Expense Payment');\n\n\n                                      -4-\n\n\n \n\n \n          (iii) continued coverage under any employee medical, disability and\nlife insurance plans in accordance with the respective terms thereof for a\nperiod ending on the earlier of (A) the first anniversary of the Termination\nDate or (B) the date on which the Executive becomes covered under comparable\nbenefit plans of a new employer;\n\n          (iv) acceleration of one hundred percent (100%) of the unvested\nportion of the Time Option, if any, so that Executive's Time Option is fully\nexercisable; and\n\n           (v) the Target Bonus in respect of the fiscal year in which his\ntermination occurs, prorated by a fraction, the numerator of which is the\nnumber of days of the fiscal year until the Termination Date and the\ndenominator of which is 365.\n\n          (b)  The Vacation Payment, the Compensation Payment, and the\nExpense Payment shall be paid by the Company to Executive within 30 days\nafter the termination of Executive's employment by check payable to the order\nof Executive or by wire transfer to an account specified by Executive.\n\n          6.2  Permanent Disability.  If the Executive becomes totally and\nPermanently Disabled (as defined herein) for one hundred eighty (180)\nconsecutive days in any three hundred sixty-five (365) day period, the\nCompany or Executive may terminate Executive's employment on written notice\nthereof, and Executive shall receive or commence receiving, as soon as\npracticable:\n\n          (a)  amounts payable pursuant to the terms of a disability\ninsurance policy or similar arrangement which the Company maintains during\nthe term hereof;\n\n          (b)  the Target Bonus in respect of the fiscal year in which his\ntermination occurs, prorated by a fraction, the numerator of which is the\nnumber of days of the fiscal year until termination and the denominator of\nwhich is 365;\n\n          (c)   the Vacation Payment, the Compensation Payment, and the\nExpense Payment; and\n\n          (d)  such payments under applicable plans or programs to which he\nis entitled pursuant to the terms of such plans or programs.\n\n     For purposes of this Section 6.2, 'Permanent Disability' shall be\ndefined as (i) Executive's inability, by reason of physical or mental illness\nor other cause, to substantially perform Executive's duties, responsibility\nor obligations hereunder or (ii) in the discretion of the Board, disability\n\n                                      -5-\n\n\n \n\n \nas that term is defined in any disability insurance policy of the Company in\neffect at the time in question.\n\n          6.3  Death.  In the event of Executive's death during the term of\nhis employment hereunder, Executive's estate or designated beneficiaries\nshall receive or commence receiving, as soon as practicable:\n\n          (a)   the Target Bonus in respect of the fiscal year in which his\ndeath occurs, prorated by a fraction, the numerator of which is the number of\ndays of the fiscal year until his death and the denominator of which is 365;\n\n          (b)  any death benefits provided under the employee benefit\nprograms, plans and practices referred to in Section 4.1 hereof, in\naccordance with their terms;\n\n          (c)  the Vacation Payment, the Compensation Payment, and the\nExpense Payment; and\n\n          (d)  such payments under applicable plans or programs to which\nExecutive's estate or designated beneficiaries are entitled pursuant to the\nterms of such plans or programs.\n\n          6.4  Termination By the Company for Cause or By Executive Without\nGood Reason.  (a)  The Company shall have the right to terminate the\nemployment of Executive for Cause.  In the event that Executive's employment\nis terminated by the Company for Cause, as hereinafter defined, or by\nExecutive without Good Reason (other than as a result of the Executive's\nPermanent Disability, death or for Good Reason), notwithstanding any other\nprovision in this Agreement, the Executive shall be entitled only to the\nCompensation Payment, the Vacation Payment, and the Expense Payment, and\nshall not be entitled to any further compensation or benefits hereunder\nincluding, without limitation, the payment of any Bonus in respect of all or\nany portion of the fiscal year in which such termination occurs.\n\n          (b)  As used herein, the term 'Cause' shall be limited to (i)\nwillful misconduct by Executive in connection with his employment which\nresults in a demonstrable injury to the Company, (ii) willful and continued\nfailure by Executive to perform his material duties with respect to the\nCompany or its subsidiaries, which failure continues beyond 10 business days\nafter a written demand for substantial performance of such duties was given\nto Executive by the Company, or (iii) the Executive's conviction of, or plea\nof nolo contendere to, a felony or any misdemeanor involving moral turpitude.\nTermination of the Executive for Cause shall be made by delivery to the\nExecutive of a copy of a resolution duly adopted by the affirmative vote of\nnot less than a majority of the non-employee members of the Board at a\nmeeting of such members called and held for such purpose, after 30 days prior\nwritten notice to the Executive specifying the basis for such termination and\n\n                                      -6-\n\n\n \n\n \nthe particulars thereof and a reasonable opportunity for the Executive to\ncure or otherwise, finding that in the reasonable judgment of such Directors,\nthe conduct or event set forth in any of clauses (i) through (iii) above has\noccurred and that such occurrence warrants the Executive's termination.\nNotwithstanding the foregoing, in no event shall the Company initiate a\ntermination for Cause in the event that the Executive has provided the\nCompany with written notice of his termination of employment for Good Reason.\n\n          (c)  As used herein, the term 'Good Reason' shall be limited to the\nfollowing:\n\n          (i)  any material and adverse diminution in the Executive's duties\nor responsibilities with the Company from those in effect immediately prior\nto the Closing Date;\n\n          (ii)  any reduction in the Executive's annual base salary or cash\ntarget bonus opportunity from the annual base salary or cash target bonus\nopportunity in effect immediately prior to the Closing Date;\n\n          (iii)  any requirement that Executive be based at a location more\nthan fifty (50) miles from the location at which the Executive was based\nimmediately prior to the Closing Date (or a substantial increase in the\namount of travel Executive is required to do because of a relocation of the\nexecutive offices);\n\n          (iv)  any adverse change in the Executive's reporting obligations,\nwhich results in the Executive ceasing to report to either the CEO or the\nBoard; and\n\n          (v)  any failure by the Company to obtain from any successor to the\nCompany an agreement reasonably satisfactory to the Executive to assume and\nperform this Agreement, as contemplated by Section 10 hereof.\n\n          7.  Mitigation of Damages; Limitations on Severance Payments.  (a)\nExecutive shall not be required to mitigate damages or the amount of any\npayment provided for under this Agreement by seeking other employment or\notherwise after the termination of his employment hereunder.\n\n          (b)  (i)  In the event that the severance payments and other\nbenefits provided for in this Agreement or otherwise payable or provided to\nthe Executive (i) constitute 'parachute payments' within the meaning of\nSection 280G of the Internal Revenue Code of 1986, as amended (the 'Code'),\nand (ii) but for this Section 7(b) would be subject to the excise tax imposed\nby Section 4999 of the Code or any similar or successor provision thereto\n(the 'Excise Tax'), then the Executive's severance payments and benefits\nprovided for hereunder shall be either (i) delivered in full pursuant to the\nterms of this Agreement or  (ii) delivered as to such lesser extent which\n\n                                      -7-\n\n\n \n\n \nwould result in no portion of such severance payments and other benefits\nbeing subject to the Excise Tax, whichever of the foregoing amounts, taking\ninto account the applicable federal, state and local income taxes and the\nExcise Tax, results in the receipt by the Executive, on an after-tax basis,\nof the greatest amount of severance payments and benefits provided for\nhereunder, notwithstanding that all or some portion of such severance\npayments and benefits may be subject to the Excise Tax.  Unless the Company\nand the Executive otherwise agree in writing, any determination required\nunder this Section 7(b) shall be made by the Company's accountants prior to a\n'change in ownership or control' (as such terms are defined in Section 280G\nof the Code), whose determination shall be conclusive and binding upon the\nExecutive and the Company for all purposes.\n\n          (ii)  For purposes of making the calculations required by this\nSection 7(b), the accountants may make reasonable assumptions and\napproximations concerning applicable taxes and may rely on reasonable, good\nfaith interpretations concerning the application of Sections 280G and 4999 of\nthe Code to the severance payments and benefits provided for hereunder.  The\nCompany and the Executive shall furnish to the accountants such information\nand documents as the accountants may reasonably request in order to make a\ndetermination under this Section 7(b).  In addition, the Company shall bear\nall costs that the accountants may reasonably incur in connection with any\ncalculations contemplated by this Section 7(b).\n\n          8.  Notices.  All notices or communications hereunder shall be in\nwriting, addressed as follows:\n\n          To the Company:\n\n               Western Multiplex Corporation\n               1196 Borregas Ave.\n               Sunnyvale, California  94089\n               Attention:\n\n          with a copy to:\n\n               Alvin H. Brown, Esq.\n               Simpson Thacher &amp; Bartlett\n               425 Lexington Avenue\n               New York, New York  10017\n\n\n\n\n\n\n\n\n                                      -8-\n\n\n \n\n \n          To Executive:\n\n               Amir Zoufonoun\n               c\/o Western Multiplex Corporation\n               1196 Borregas Ave.\n               Sunnyvale, California  94089\n\nAny such notice or communication shall be delivered by hand, by telecopy\n(with machine confirmation) or by courier or sent certified or registered\nmail, return receipt requested, postage prepaid, addressed as above (or to\nsuch other address as such party may designate in a notice duly delivered as\ndescribed above), and the third business day after the actual date of mailing\nshall constitute the time at which notice was given.\n\n          9.  Separability; Legal Fees.  If any provision of this Agreement\nshall be declared to be invalid or unenforceable, in whole or in part, such\ninvalidity or unenforceability shall not affect the remaining provisions\nhereof which shall remain in full force and effect.  In the event of any\ndispute with respect to this Agreement, the prevailing party shall be\nentitled to reasonable attorneys' fees and other costs and expenses incurred\nin resolving such dispute.\n\n          10.  Assignment.  This contract shall be binding upon and inure to\nthe benefit of the heirs and representatives of Executive and the assigns and\nsuccessors of the Company, but neither this Agreement nor any rights or\nobligations hereunder shall be assignable or otherwise subject to\nhypothecation by Executive (except by will or by operation of the laws of\nintestate succession) or by the Company, except that the Company may assign\nthis Agreement to any successor (whether by merger, purchase or otherwise) to\nall or substantially all of the stock, assets or businesses of the Company,\nif such successor expressly agrees to assume the obligations of the Company\nhereunder.\n\n          11.  Amendment.  This Agreement may only be amended by written\nagreement of the parties hereto.\n\n          12.  Nondisclosure of Confidential Information; Non-Competition.\n(a)  At any time during or after Executive's employment with the Company,\nExecutive shall not, without the prior written consent of the Company, use,\ndivulge, disclose or make accessible to any other person, firm, partnership,\ncorporation or other entity any Confidential Information (as hereinafter\ndefined) pertaining to the business of the Company or any of its\nsubsidiaries, except (i) while employed by the Company, in the business of\nand for the benefit of the Company, or (ii) when required to do so by a court\nof competent jurisdiction, by any governmental agency having supervisory\nauthority over the business of the Company, or by any administrative body or\nlegislative body (including a committee thereof) with jurisdiction to order\n\n                                      -9-\n\n\n \n\n \nExecutive to divulge, disclose or make accessible such information.  For\npurposes of this Section 12(a), 'Confidential Information' shall mean non-\npublic information concerning the financial data, strategic business plans,\nand other non-public, proprietary and confidential information of the\nCompany, its subsidiaries, Ripplewood Holdings L.L.C. or their respective\naffiliates as in existence as of the date of Executive's termination of\nemployment that, in any case, is not otherwise available to the public (other\nthan by Executive's breach of the terms hereof).\n\n          (b)  As President and Chief Operating Officer, Executive will\nacquire knowledge of Confidential Information and trade secrets.  Executive\nacknowledges that the Confidential Information and trade secrets which the\nCompany has provided and will provide to him could play a significant role\nwere he to directly to indirectly be engaged in any business in Competition\nwith the Company or its subsidiaries.  During the period of his employment\nhereunder and for one year thereafter, Executive agrees that, without the\nprior written consent of the Company, (A) he will not, directly or\nindirectly, either as principal, manager, agent, consultant, officer,\nstockholder, partner, investor, lender or employee or in any other capacity,\ncarry on, be engaged in or have any financial interest in (other than an\nownership position of less than 5 percent in any company whose shares are\npublicly traded), any business, which is in Competition (as hereinafter\ndefined) with the existing business of the Company or its subsidiaries and\n(B) he shall not, on his own behalf or on behalf of any person, firm or\ncompany, directly or indirectly, solicit or offer employment to any person\nwho has been employed by the Company or its subsidiaries at any time during\nthe 12 months immediately preceding such solicitation to the extent that\nExecutive would use or inevitably use Confidential Information or trade\nsecrets or that would otherwise constitute unfair competition.\n \n          (c)  For purposes of this Section 12, a business shall be deemed to\nbe in Competition with the Company or its subsidiaries if it is engaged in or\nhas taken concrete steps toward engaging in the business of research and\ndevelopment, designing, manufacturing, marketing, distributing, or servicing\nor selling components as used in microwave radios, products and equipment,\nwhether in existence or in development, relating to microwave communications\n(including unlicensed spread spectrum radio, licensed microwave radio,\nwireless ethernet bridge, and fixed wireless (e.g., wireless local loop,\npoint-to-point, point-to-multipoint)), as carried on by the Company or its\naffiliates as of the date of Executive's termination of employment, in all\ncities, counties, states and countries in which the business of the Company\nor its affiliates is then being conducted or its products are being sold.\n\n          (d)  The results and proceeds of Executive's services hereunder,\nincluding, without limitation, any works of authorship resulting from\nExecutive's services during Executive's employment with the Company and\/or\nany of the Company's affiliates and any works in progress, will be works-\n\n                                     -10-\n\n\n \n\n \nmade-for hire and the Company will be deemed the sole owner throughout the\nuniverse of any and all rights of whatsoever nature therein, whether or not\nnow or hereafter known, existing, contemplated, recognized or developed, with\nthe right to use the same in perpetuity in any manner the Company determines\nin its sole discretion without any further payment to Executive whatsoever.\nIf, for any reason, any of such results and proceeds will not legally be a\nwork-for-hire and\/or there are any rights which do not accrue to the Company\nunder the preceding sentence, then Executive hereby irrevocably assigns and\nagrees to assign any and all of Executive's right, title and interest\nthereto, including, without limitation, any and all copyrights, patents,\ntrade secrets, trademarks and\/or other rights of whatsoever nature therein,\nwhether or not now or hereafter known, existing, contemplated, recognized or\ndeveloped, to the Company, and the Company will have the right to use the\nsame in perpetuity throughout the universe in any manner the Company\ndetermines without any further payment to Executive whatsoever.  Executive\nwill, from time to time as may be requested by the Company, (i) during the\nterm of Executive's employment without further consideration, and (ii)\nthereafter at Executive's then current hourly rate, do any and all things\nwhich the Company may deem useful or desirable to establish or document the\nCompany's exclusive ownership of any and all rights in any such results and\nproceeds, including, without limitation, the execution of appropriate\ncopyright and\/or patent applications or assignments.  To the extent Executive\nhas any rights in the results and proceeds of Executive's services that\ncannot be assigned in the manner described above, Executive unconditionally\nand irrevocably waives the enforcement of such rights.  This subsection is\nsubject to and will not be deemed to limit, restrict, or constitute any\nwaiver by the Company of any rights of ownership to which the Company may be\nentitled by operation of law by virtue of the Company being Executive's\nemployer.  This Section does not apply to an invention that qualifies as a\nnonassignable invention Section 2870 of the California Labor Code, which\napplies to any invention for which no equipment, supplies, facilities or\nConfidential Information was used, which does not (i) relate to the business\nof the Company; (ii) relate to the Company's actual or demonstrable\nanticipated research or development or (iii) result from any work performed\nby Executive for the Company.  This confirms that Executive has been notified\nof his rights under Section 2870 of the California Labor Code.\n\n          (e)  Executive and the Company agree that this covenant not to\ncompete is a reasonable covenant under the circumstances, and further agree\nthat if in the opinion of any court of competent jurisdiction such restraint\nis not reasonable in any respect, such court shall have the right, power and\nauthority to excise or modify such provision or provisions of this covenant\nas to the court shall appear not reasonable and to enforce the remainder of\nthe covenant as so amended.  Executive agrees that any breach of the\ncovenants contained in this Section 12 would irreparably injure the Company.\nAccordingly, Executive agrees that the Company may, in addition to pursuing\nany other remedies it may have in law or in equity, cease making any payments\n\n                                     -11-\n\n\n \n\n \notherwise required by this Agreement and obtain an injunction against\nExecutive from any court having jurisdiction over the matter restraining any\nfurther violation of this Agreement by Executive.\n\n          13.  Beneficiaries; References.  Executive shall be entitled to\nselect (and change, to the extent permitted under any applicable law) a\nbeneficiary or beneficiaries to receive an  compensation or benefit payable\nhereunder following Executive's death, and may change such election, in\neither case by giving the Company written notice thereof.  In the event of\nExecutive's death or a judicial determination of his incompetence, reference\nin this Agreement to Executive shall be deemed, where appropriate, to refer\nto his beneficiary, estate or other legal representative.  Any reference to\nthe masculine gender in this Agreement shall include, where appropriate, the\nfeminine.\n\n          14.  Survivorship.  The respective rights and obligations of the\nparties hereunder shall survive any termination of this Agreement to the\nextent necessary to the intended preservation of such rights and obligations,\nincluding the provisions of Section 12 herein.  The provisions of this\nSection 14 are in addition to the survivorship provisions of any other\nsection of this Agreement.\n\n          15.  Governing Law.  This Agreement shall be construed, interpreted\nand governed in accordance with the laws of the State of New York without\nreference to rules relating to conflicts of law.  For purposes of\njurisdiction and venue, the Company hereby consents to jurisdiction and venue\nin any suit, action or proceeding with respect to this Agreement in any court\nof competent jurisdiction in the state in which Executive resides at the\ncommencement of such suit, action or proceeding and waives any objection,\nchallenge or dispute as to such jurisdiction or venue being proper.\n\n          16.  Effect on Prior Agreements.  This Agreement contains the\nentire understanding between the parties hereto and supersedes in all\nrespects any prior or other agreement or understanding between the Company or\nany affiliate of the Company and Executive other than the agreements referred\nto in Section 3.4 hereof.\n\n          17.  Withholding.  The Company shall be entitled to withhold from\npayment any amount of withholding required by law.\n\n          18.  Shareholder Approval.  This Agreement shall not become\neffective and no payments and benefits set forth in Section 6 shall be paid\nunless and until the Company obtains the affirmative vote of more than\nseventy-five percent of all shareholders, excluding Executive and excluding\n\n                                     -12-\n\n\n \n\n \nthose shareholders who are lineally related to, or the spouse of, Executive.\nEven though all shareholders of the Company may vote on the approval of this\nAgreement, only the votes of such qualifying shareholders as are described in\nthis Section 18 will count for purposes of calculating whether the requisite\nshareholder approval of this Agreement is obtained.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -13-\n\n\n \n\n \n          19.  Counterparts.  This Agreement may be executed in two or more\ncounterparts, each of which will be deemed an original.\n\n                                              WESTERN MULTIPLEX CORPORATION\n\n\n\n                                              By   \/s\/ Jonathan N. Zakin\n                                                  -----------------------\n                                              Name:  Jonathan N. Zakin\n                                              Title:  Chief Executive Officer\n\n\n\n                                              EXECUTIVE:\n\n\n                                              \/s\/ Amir Zoufonoun\n                                              -------------------------\n                                              Amir Zoufonoun\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                     -14-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9318],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9539,9544],"class_list":["post-39717","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-western-multiplex-corp","corporate_contracts_industries-telecommunications__equipment","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\/39717","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=39717"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39717"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39717"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39717"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}