Summary of Severance Agreement with Named Executive Officers of Castelle

Summary

Castelle has agreed to provide severance payments to its named executive officers (excluding Scott C. McDonald) if their employment is terminated by the company without cause or due to a change of control. The severance amount ranges from three to six months of the officer's compensation, subject to standard deductions. "Cause" for termination includes misconduct such as felony conviction, fraud, policy breaches, or gross unfitness, but does not include physical or mental disability.

EX-10.11 2 d63359_ex10-11.txt SUMMARY OF SEVERANCE AGREEMENT Exhibit 10.11 SUMMARY OF SEVERANCE AGREEMENT WITH NAMED EXECUTIVE OFFICERS Castelle has agreed to pay the Named Executive Officers (excluding Scott C. McDonald, who has a separate agreement) a severance payment ranging from three to six months of their compensation, subject to standard payroll deductions and withholdings, if the Company terminates the officer's employment without cause at any time or if the Company terminates the officer's employment as a result of a change of control. For purposes of the Company's agreement with the officers, "cause" means misconduct, including: (i) conviction of any felony or a crime involving moral turpitude; (ii) participation in a fraud or act of dishonesty against the Company; (iii) willful breach of the Company's policies; (iv) intentional damage to the Company's property; (v) material breach of the terms of the officer's employment letter or the officer's Employee Proprietary Information and Inventions Agreement; or (vi) conduct by the officer that, in the good faith and reasonable determination of the Company, demonstrates gross unfitness to serve. Physical or mental disability will not constitute cause. E-1