{"id":39720,"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-ihab.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-western-multiplex-corp-and-ihab","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-western-multiplex-corp-and-ihab.html","title":{"rendered":"Employment Agreement &#8211; Western Multiplex Corp. and Ihab Abu-Hakima"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n               EMPLOYMENT AGREEMENT (the \"Agreement\") dated as of March 29, 2001\nby and between Western Multiplex Corporation, a Delaware corporation (the\n\"Company\") and Ihab Abu-Hakima (the \"Executive\").\n\n               WHEREAS, the Company considers it essential to its best interests\nand the best interests of its stockholders to foster the continued employment of\nExecutive by the Company and Executive is willing to accept and continue\nExecutive's employment on the terms hereinafter set forth in this Agreement;\n\n               NOW, THEREFORE, in consideration of the premises and mutual\ncovenants herein and for other good and valuable consideration, the parties\nagree as follows:\n\n               1. Term of Employment; Executive Representation.\n\n                      a. Employment Term. Executive's term of employment under\nthis Agreement shall commence on the date hereof and, subject to the terms\nhereof, Executive and the Company agree and acknowledge that Executive's\nemployment with the Company constitutes \"at-will\" employment and that this\nAgreement may be terminated at any time by the Company or Executive, subject to\nthe terms of Section 7 of this Agreement.\n\n                      b. Executive Representation. Executive hereby represents\nto the Company that the execution and delivery of this Agreement by Executive\nand the Company and the performance by Executive of the Executive's duties\nhereunder shall not constitute a breach of, or otherwise contravene, the terms\nof any statute, law, regulation, or of any employment agreement or other\nagreement or policy to which Executive is a party or otherwise bound.\n\n               2. Position.\n\n                      a. While employed hereunder, Executive shall serve as the\nCompany's Vice-President, Business Development. In such position, Executive\nshall have such duties and authority as shall be determined from time to time by\nthe chief executive officer of the Company (the \"CEO\").\n\n                      b. While employed hereunder, Executive will devote\nExecutive's full business time and best efforts to the performance of\nExecutive's duties hereunder and will not engage in any other business,\nprofession or occupation for compensation or otherwise which would conflict with\nthe rendition of such services either directly or indirectly, without the prior\nwritten consent of the CEO.\n\n               3. Base Salary. While employed hereunder, the Company shall pay\nExecutive a base salary (the \"Base Salary\") at the annual rate of $160,000,\npayable in regular installments in accordance with the Company's usual payment\npractices. Executive shall be entitled to such increases in Executive's Base\nSalary, if any, as may be determined from time to \n\n\n                                                                               2\n\n\ntime in the sole discretion of the CEO or the board of directors of the Company\n(the \"Board\"), as applicable.\n\n               4. Annual Bonus. With respect to each calendar year while\nemployed hereunder, Executive shall be eligible to earn an annual bonus award\n(an \"Annual Bonus\") pursuant to an annual incentive plan to be established by\nthe Board; provided, however, that with respect to fiscal year 2001, Executive's\ntarget Annual Bonus shall be equal to 40 percent of his then Base Salary.\n\n               5. Employee Benefits. The Company shall provide Executive during\nthe term of his employment hereunder with coverage under all employee pension\nand welfare benefit programs, plans and practices in accordance with the terms\nthereof, which the Company generally makes available to its senior executives.\nIn each calendar year, Executive shall also be entitled to two weeks' paid\nvacation, and such number of days of sick leave as established under the\nCompany's policies as in effect from time to time, which shall be taken at such\ntimes as are consistent with Executive's responsibilities hereunder.\n\n               6. Business Expenses. Executive is authorized to incur reasonable\nexpenses in carrying out his duties and responsibilities under this Agreement,\nincluding, without limitation, expenses for travel and similar items related to\nsuch duties and responsibilities. The Company will reimburse Executive for all\nsuch expenses upon presentation by Executive from time to time of appropriately\nitemized and approved (consistent with the Company's policy) accounts of such\nexpenditures.\n\n               7. Termination. The Executive's employment hereunder may be\nterminated by either party at any time and for any reason; provided that\nExecutive will be required to give the Company at least 90 days advance written\nnotice of any resignation of Executive's employment (unless the Company waives\nits right to receive such 90-day notice). Notwithstanding any other provision of\nthis Agreement, the provisions of this Section 7 shall exclusively govern\nExecutive's rights upon termination of employment with the Company and its\naffiliates.\n\n                      a. By the Company For Cause; By the Executive Without Good\nReason.\n\n                      (i) The Executive's employment hereunder may be terminated\nby the Company for Cause (as defined below) at any time or by Executive without\nGood Reason after 90 days prior written notice (unless the Company waives such\nnotice requirement).\n\n                      (ii) For purposes of this Agreement, \"Cause\" shall mean\n(i) Executive's continued failure substantially to perform Executive's duties\nhereunder (other than as a result of total or partial incapacity due to physical\nor mental illness) for a period of 10 days following notice by the Company to\nthe Executive of such failure, (ii) dishonesty in the performance of Executive's\nduties hereunder, (iii) an act or acts on Executive's part constituting (x) a\nfelony under the laws of the United States or any state thereof or (y) a\nmisdemeanor involving moral turpitude, (iv) Executive's willful malfeasance or\nwillful misconduct in connection with \n\n\n                                                                               3\n\n\nExecutive's duties hereunder or any act or omission which is materially\ninjurious to the financial condition or business reputation of the Company or\nany of its subsidiaries or affiliates or (v) Executive's breach of the\nprovisions of Section 8 of this Agreement.\n\n                      (iii) If Executive's employment is terminated by the\nCompany for Cause or by Executive without Good Reason, Executive shall be\nentitled to receive:\n\n                      (A) the Base Salary through the date of termination;\n\n                      (B) any Annual Bonus earned but unpaid as of the date of\n               termination for any previously completed calendar year;\n\n                      (C) reimbursement for any unreimbursed business expenses\n               properly incurred by Executive in accordance with Company policy\n               prior to the date of Executive's termination; and\n\n                      (D) such Employee Benefits, if any, as to which Executive\n               may be entitled under the employee benefit plans of the Company\n               (the amounts described in clauses (A) through (D) hereof being\n               referred to as the \"Accrued Rights\").\n\n               Following such termination of Executive's employment by the\nCompany for Cause or by Executive without Good Reason, except as set forth in\nthis Section 7(a), Executive shall have no further rights to any compensation or\nany other benefits under this Agreement.\n\n                      b.     Disability or Death.\n\n                      (i) The Executive's employment hereunder shall terminate\nupon Executive's death and if Executive becomes physically or mentally\nincapacitated and is therefore unable for a period of six (6) consecutive months\nor for an aggregate of nine (9) months in any twenty-four (24) consecutive month\nperiod to perform Executive's duties (such incapacity is hereinafter referred to\nas \"Disability\"). Any question as to the existence of the Disability of\nExecutive as to which Executive and the Company cannot agree shall be determined\nin writing by a qualified independent physician mutually acceptable to Executive\nand the Company. If Executive and the Company cannot agree as to a qualified\nindependent physician, each shall appoint such a physician and those two\nphysicians shall select a third who shall make such determination in writing.\nThe determination of Disability made in writing to the Company and Executive\nshall be final and conclusive for all purposes of the Agreement.\n\n                      (ii) Upon termination of Executive's employment hereunder\nfor either Disability or death, Executive or Executive's estate (as the case may\nbe) shall be entitled to receive:\n\n                      (A) the Accrued Rights; and\n\n                      (B) a pro rata portion of any Annual Bonus that the\n               Executive would have been entitled to receive pursuant to Section\n               4 hereof in such year based upon the percentage of the calendar\n               year that shall have elapsed through the date of \n\n\n                                                                               4\n\n\n               Executive's termination of employment, payable when such Annual\n               Bonus would have otherwise been payable had the Executive's\n               employment not terminated.\n\n               Following Executives termination of employment due to death or\nDisability, except as set forth in this Section 7(b), Executive shall have no\nfurther rights to any compensation or any other benefits under this Agreement.\n\n                      c. By the Company Without Cause or Resignation by\nExecutive for Good Reason.\n\n                      (i) The Executive's employment hereunder may be terminated\n               by the Company without Cause or by Executive's resignation for\n               Good Reason.\n\n                      (ii) For purposes of this Agreement, \"Good Reason\" shall\n               mean:\n\n                      (x) the reduction by the Company of Executive's Base\nSalary (other than as a result of a general salary reduction affecting all\nCompany employees); or\n\n                      (y) any substantial and sustained diminution in\nExecutive's authority or responsibilities from those described in Section 2\nhereof;\n\nNotwithstanding the foregoing, none of the events described in clauses (x) or\n(y) of this Section 7(c)(ii) shall constitute Good Reason unless Executive shall\nhave notified the Company in writing describing the events which constitute Good\nReason and then only if the Company shall have failed to cure such event within\nthirty (30) days after the Company's receipt of such written notice.\n\n                      (iii) If Executive's employment is terminated by the\nCompany without Cause (other than by reason of death or Disability) or if\nExecutive resigns for Good Reason, Executive shall be entitled to receive:\n\n                      (A) the Accrued Rights; and\n\n                      (B) subject to Executive's continued compliance with the\n               provisions of Section 8, continued payment of the Base Salary\n               until twelve (12) months after the date of such termination;\n               provided that the aggregate amount described in this clause (B)\n               shall be reduced by the present value of any other cash severance\n               or termination benefits payable to Executive under any other\n               plans, programs or arrangements of the Company or its affiliates.\n\n               Following Executive's termination of employment by the Company\nwithout Cause (other than by reason of Executive's death or Disability) or by\nExecutive's resignation for Good Reason, except as set forth in this Section\n7(c), Executive shall have no further rights to any compensation or any other\nbenefits under this Agreement.\n\n                      d. Notice of Termination. Any purported termination of\nemployment by the Company or by Executive (other than due to Executive's death)\nshall be communicated by \n\n\n                                                                               5\n\n\nwritten Notice of Termination to the other party hereto in accordance with\nSection 10(h) hereof. For purposes of this Agreement, a \"Notice of Termination\"\nshall mean a notice which shall indicate the specific termination provision in\nthis Agreement relied upon and shall set forth in reasonable detail the facts\nand circumstances claimed to provide a basis for termination of employment under\nthe provision so indicated.\n\n               8. 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 subsidiaries,\nexcept (i) while employed by the Company, in the business of and for the benefit\nof the Company, or (ii) when required to do so by a court of competent\njurisdiction, by any governmental agency having supervisory authority over the\nbusiness of the Company, or by any administrative body or legislative body\n(including a committee thereof) with jurisdiction to order Executive to divulge,\ndisclose or make accessible such information. For purposes of this Section 8(a),\n\"Confidential Information\" shall mean non-public information concerning the\nfinancial data, strategic business plans, and other non-public, proprietary and\nconfidential information of the Company, its subsidiaries, Ripplewood Holdings\nL.L.C. or their respective affiliates as in existence as of the date of\nExecutive's termination of employment that, in any case, is not otherwise\navailable to the public (other than by Executive's breach of the terms hereof).\n\n               (b) As Vice-President, Business Development, 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 were\nhe to directly to indirectly be engaged in any business in Competition with the\nCompany or its subsidiaries. During the period of his employment hereunder and\nfor one year thereafter, Executive agrees that, without the prior written\nconsent of the Company, (A) he will not, directly or indirectly, either as\nprincipal, manager, agent, consultant, officer, stockholder, partner, investor,\nlender or employee or in any other capacity, carry on, be engaged in or have any\nfinancial interest in (other than an ownership position of less than 5 percent\nin any company whose shares are publicly traded), any business, which is in\nCompetition (as hereinafter defined) with the existing business of the Company\nor its subsidiaries and (B) he shall not, on his own behalf or on behalf of any\nperson, firm or company, directly or indirectly, solicit or offer employment to\nany person who has been employed by the Company or its subsidiaries at any time\nduring the 12 months immediately preceding such solicitation to the extent that\nExecutive would use or inevitably use Confidential Information or trade secrets\nor that would otherwise constitute unfair competition.\n\n               (c) For purposes of this Section 8, 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 or\nselling components as used in microwave radios, products and equipment, whether\nin existence or in development, relating to microwave communications (including\nunlicensed spread spectrum radio, licensed microwave radio, \n\n\n                                                                               6\n\n\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 or\nits 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 any\nof the Company's affiliates and any works in progress, will be works-made-for\nhire and the Company will be deemed the sole owner throughout the universe of\nany and all rights of whatsoever nature therein, whether or not now or hereafter\nknown, existing, contemplated, recognized or developed, with the right to use\nthe same in perpetuity in any manner the Company determines in its sole\ndiscretion without any further payment to Executive whatsoever. If, for any\nreason, any of such results and proceeds will not legally be a work-for-hire\nand\/or there are any rights which do not accrue to the Company under the\npreceding sentence, then Executive hereby irrevocably assigns and agrees to\nassign any and all of Executive's right, title and interest thereto, including,\nwithout limitation, any and all copyrights, patents, trade secrets, trademarks\nand\/or other rights of whatsoever nature therein, whether or not now or\nhereafter known, existing, contemplated, recognized or developed, to the\nCompany, and the Company will have the right to use the same in perpetuity\nthroughout the universe in any manner the Company determines without any further\npayment to Executive whatsoever. Executive will, from time to time as may be\nrequested by the Company, (i) during the term of Executive's employment without\nfurther consideration, and (ii) thereafter at Executive's then current hourly\nrate, do any and all things which the Company may deem useful or desirable to\nestablish or document the Company's exclusive ownership of any and all rights in\nany such results and proceeds, including, without limitation, the execution of\nappropriate copyright and\/or patent applications or assignments. To the extent\nExecutive has any rights in the results and proceeds of Executive's services\nthat cannot 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 waiver\nby the Company of any rights of ownership to which the Company may be entitled\nby operation of law by virtue of the Company being Executive's employer. This\nSection does not apply to an invention that qualifies as a nonassignable\ninvention Section 2870 of the California Labor Code, which applies to any\ninvention for which no equipment, supplies, facilities or Confidential\nInformation was used, which does not (i) relate to the business of the Company;\n(ii) relate to the Company's actual or demonstrable anticipated research or\ndevelopment or (iii) result from any work performed by Executive for the\nCompany. This confirms that Executive has been notified of his rights under\nSection 2870 of the California Labor Code.\n\n               (e) Executive and the Company agree that the covenants contained\nin this Section 8 are reasonable under the circumstances, and further agree that\nif in the opinion of any court of competent jurisdiction such restraint is not\nreasonable in any respect, such court shall have the right, power and authority\nto excise or modify such provision or provisions of this covenant as to the\ncourt shall appear not reasonable and to enforce the remainder of the covenant\nas so amended. Executive agrees that any breach of the covenants contained in\nthis Section 8 would irreparably injure the Company. Accordingly, Executive\nagrees that the Company may, in \n\n\n                                                                               7\n\n\naddition to pursuing any other remedies it may have in law or in equity, cease\nmaking any payments otherwise required by this Agreement and obtain an\ninjunction against Executive from any court having jurisdiction over the matter\nrestraining any further violation of this Agreement by Executive.\n\n               9. Specific Performance. Executive acknowledges and agrees that\nthe Company's remedies at law for a breach or threatened breach of any of the\nprovisions of Section 8 would be inadequate and, in recognition of this fact,\nExecutive agrees that, in the event of such a breach or threatened breach, in\naddition to any remedies at law, the Company, without posting any bond, shall be\nentitled to cease making any payments or providing any benefit otherwise\nrequired by this Agreement and obtain equitable relief in the form of specific\nperformance, temporary restraining order, temporary or permanent injunction or\nany other equitable remedy which may then be available.\n\n               10. Miscellaneous.\n\n                      a. Governing Law. This Agreement shall be governed by and\nconstrued in accordance with the laws of the State of California, without regard\nto conflicts of laws principles thereof.\n\n                      b. Entire Agreement\/Amendments. This Agreement contains\nthe entire understanding of the parties with respect to the employment of\nExecutive by the Company. There are no restrictions, agreements, promises,\nwarranties, covenants or undertakings between the parties with respect to the\nsubject matter herein other than those expressly set forth herein. This\nAgreement may not be altered, modified, or amended except by written instrument\nsigned by the parties hereto. This Agreement supercedes all prior agreements and\nunderstandings (including verbal agreements) between Executive and the Company\nand\/or its affiliates regarding the terms and conditions of Executive's\nemployment with the Company and\/or its affiliates (collectively, the \"Prior\nAgreements\").\n\n                      c. No Waiver. The failure of a party to insist upon strict\nadherence to any term of this Agreement on any occasion shall not be considered\na waiver of such party's rights or deprive such party of the right thereafter to\ninsist upon strict adherence to that term or any other term of this Agreement.\n\n                      d. Severability. In the event that any one or more of the\nprovisions of this Agreement shall be or become invalid, illegal or\nunenforceable in any respect, the validity, legality and enforceability of the\nremaining provisions of this Agreement shall not be affected thereby.\n\n                      e. Assignment. This Agreement shall not be assignable by\nExecutive. This Agreement may be assigned by the Company to a company which is a\nsuccessor in interest to substantially all of the business operations of the\nCompany. Such assignment shall become effective when the Company notifies the\nExecutive of such assignment or at such later date as may be specified in such\nnotice. Upon such assignment, the rights and obligations of the Company\nhereunder shall become the rights and obligations of such successor company,\n\n\n                                                                               8\n\n\nprovided that any assignee expressly assumes the obligations, rights and\nprivileges of this Agreement.\n\n                      f. Mitigation. Executive shall be required to mitigate the\namount of any payment provided for pursuant to this Agreement by seeking other\nemployment, taking into account the provisions of Section 8 of this Agreement.\nAnything in this Agreement to the contrary notwithstanding, in the event that\nExecutive provides services for pay to anyone other than the Company or any of\nits affiliates from the date Executive's employment hereunder is terminated\nuntil twelve months thereafter, the amounts paid to Executive during such period\npursuant to this Agreement shall be reduced by the amounts of salary, bonus or\nother compensation earned by Executive during such period as a result of\nExecutive's performing such services (regardless of when such earned amounts are\nactually paid to Executive).\n\n                      g. Successors; Binding Agreement. This Agreement shall\ninure to the benefit of and be binding upon personal or legal representatives,\nexecutors, administrators, successors, heirs, distributes, devises and legatees.\n\n                      h. Notice. For the purpose of this Agreement, notices and\nall other communications provided for in the Agreement shall be in writing and\nshall be deemed to have been duly given when delivered or mailed by United\nStates registered mail, return receipt requested, postage prepaid, addressed to\nthe respective addresses set forth below Agreement, or to such other address as\neither party may have furnished to the other in writing in accordance herewith,\nexcept that notice of change of address shall be effective only upon receipt.\n\n        If to the Company:\n\n        Western Multiplex Corporation\n        1196 Borregas Ave.\n        Sunnyvale, California  94089\n        Attention:  Vice President, Human Resources\n\n        If to Executive:\n\n        To the most recent address of Executive set forth in the personnel\n        records of the Company.\n\n                      i. Withholding Taxes. The Company may withhold from any\namounts payable under this Agreement such Federal, state and local taxes as may\nbe required to be withheld pursuant to any applicable law or regulation.\n\n                      j. Counterparts. This Agreement may be signed in\ncounterparts, each of which shall be an original, with the same effect as if the\nsignatures thereto and hereto were upon the same instrument.\n\n                            [Signatures on next page]\n\n\n                                                                               9\n\n\n               IN WITNESS WHEREOF, the parties hereto have duly executed this\nAgreement as of the day and year first above written.\n\n\n\n                                      WESTERN MULTIPLEX CORPORATION\n\n\n                                      By:  \/s\/ Christina Rulo\n                                         ---------------------------------------\n                                      Name:  Christina Rulo\n                                      Title: Vice President of Human Resources\n\n\n                                      EXECUTIVE:\n\n                                      \/s\/ Ihab Abu-Hakima\n                                      ------------------------------------------\n                                      Ihab Abu-Hakima\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-39720","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\/39720","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=39720"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39720"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39720"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39720"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}