Novatel Wireless, Inc. 9645Scranton Road Suite 205 SanDiego, CA 92121
Exhibit 10.2
Novatel Wireless, Inc.
9645 Scranton Road
Suite 205
San Diego, CA 92121
April 29, 2014
Peter V. Leparulo
Chief Executive Officer
Novatel Wireless, Inc.
9645 Scranton Road
Suite 205
San Diego, CA 92121
Dear Peter:
The Company, with your consent, is separating the positions of Chairman and Chief Executive Officer and appointing an independent director as non-executive Chairman, pursuant to the Settlement Agreement to be entered into as of the date of this letter.
This letter updates your November 2, 2007 Employment Agreement with the Company to reflect those changes.
In April 2008, the Board of Directors of the Company appointed you as the Companys Chief Executive Officer, and since April 2008 you have been serving as both the Companys Executive Chairman and Chief Executive Officer. Section 1 of the Employment Agreement only refers to your service as Executive Chairman. Retroactive to the commencement of your service as Chief Executive Officer, Section 1 shall be construed as also referring to your service as Chief Executive Officer. In that capacity, you shall have the rights and duties chief executive officers typically have, and report directly to the Board. Unless clearly inappropriate in the context, every reference in your Employment Agreement to your position, authority, rights, or duties shall be construed as referring to both your Executive Chairman and Chief Executive Officer position, authority, rights, or duties while you hold both positions and, when you only hold one of those positions, to that position and its authority, rights, or duties.
Section 2.6(viii) of your Employment Agreement provides that [f]ailure by the Company to elect you to the position of sole Chairman of the Board of Directors would give you Good Reason to resign. Your failure to be re-elected to the Board would be one way this Good Reason event could occur. While you are willing to give up your Executive Chairman position, you are not willing to give up the protection that Section 2.6(viii) affords you in the event of non-re-election to the Board. If the Company implements the Settlement Agreement being signed concurrently with this letter, you agree that cessation of your Executive Chairman position and the appointment of a new chairman with the duties specified in the Position Description, the form of which has previously been furnished to you, shall not constitute Good Reason under Section 2.6 of your Employment Agreement, and the Company agrees that your failure to be re-elected to the Companys Board while you remain willing to serve would remain a Good Reason event under that section.
Except as provided in the two preceding paragraphs, nothing in this letter amends or waives any provision of your Employment Agreement.
Please confirm you agreement with the foregoing by countersigning this letter in the space indicated below.
Sincerely,
NOVATEL WIRELESS, INC. | ||
By: |
| |
Name: | ||
Title: |
Accepted and agreed to as of the date first written above:
Peter V. Leparulo |