Vixel Corporation Employment Offer Letter to Kurtis Adams (CFO)

Summary

Vixel Corporation offers Kurtis Adams the position of Vice President, Finance and Chief Financial Officer, with an annual salary of $140,000, stock options for 200,000 shares (subject to board approval), and a detailed vesting schedule. The agreement includes benefits such as health, dental, life, and disability insurance, vacation, and 401(k) eligibility. Special provisions address accelerated stock option vesting in the event of a change in control and termination. Employment is contingent on signing a standard at-will employment agreement with confidentiality and non-compete clauses.

EX-10.3 4 v72428ex10-3.txt EXHIBIT 10.3 1 Exhibit 10.3 [VIXEL LETTERHEAD] August 20, 1998 Mr. Kurtis Adams [Address] Dear Kurtis, I'm pleased to offer you the position of Vice President, Finance and Chief Financial Officer, reporting to me. All of the people who participated in your interviews share my enthusiasm for your capabilities and potential for your success at Vixel. The following compensation package has been structured to reflect the contributions we believe you have to offer in making Vixel Corporation an extraordinary success. - - BASE SALARY - An annualized rate of $140,000, payable at such times as Vixel payroll obligations are normally met, which is currently every two weeks. Your salary will be reviewed annually. - - EQUITY PARTICIPATION - Vixel management will recommend that you be granted an option to purchase 200,000 shares of common stock at the first Board meeting after you have started employment with the Company. This grant will be subject to Board approval. - - VESTING - Upon the Grant Date of your options, your options will vest per the attached schedule. - - ACCELERATED VESTING --During the first year of your employment with Vixel, upon the occurrence of both of (I) a change in control and (ii) your termination without cause and/or a significant change in your responsibilities by an acquiring entity, then the one year cliff in vesting of your options shall be waived plus one year of subsequent unvested options shall immediately vest. In addition, after you have completed one year of employment with Vixel, upon the occurrence of both of (I) a change in control and (ii) your termination without cause and/or a significant change in your responsibilities by an acquiring entity, then the greater of half of your unvested options or one year of your unvested options shall immediately vest. - - EARLY EXERCISE - Subject to Board approval, you will have the opportunity to early exercise all of your options. At your request, Vixel will accept a full recourse Promissory Note for the full exercise price and the interest which will accrue at 5.75% per annum to avoid imputed interest. - - VACATION - You will receive twelve days of vacation during your first year, plus holidays. - - LIFE INSURANCE - Vixel shall maintain, at the Company's expense, term life insurance for the benefit of your elected beneficiaries in the amount of two times your annual salary at a maximum of $350,000. 2 - - HEALTH INSURANCE - Vixel provides group medical and dental insurance through the Mutual of Omaha Company at no cost for its employees. The premium for the dependent coverage is currently $50.00 per month. - - LONG TERM DISABILITY - Vixel will maintain a long term disability plan for you with benefits up to 66 2/3% of pre-disability earnings to a maximum of $10,000 per month. - - 401(K) - You will be eligible to enroll in the 40l(k) plan after six months of employment. As the enrollment period is at the beginning of each quarter, you will be able to enroll April 1, 1999 if you begin employment with the Company before September 30,1998. Currently, Vixel matches up to 6% on a quarterly basis. As a condition of employment you will be required to sign the Company standard at will Employment Agreement, which contains a customary covenant not to compete, assignment of rights, and an agreement to keep company information confidential. We believe that the challenges we face at Vixel will be exciting to you. We look forward to your acceptance of our offer by returning one signed copy to me. Our objective is to close this discussion this week and to have you begin full-time employment with Vixel by September 21 or earlier. If you have any additional questions or require clarification on any points, please feel free to give me a call at your convenience Very truly yours, /s/ Greg Olbright Greg Olbright President and CEO I hereby accept employment with Vixel Corporation under the terms stated in this letter. /s/ Kurtis L. Adams 8/20/98 - --------------------------- --------------------------- Name Date 3 Vesting Schedule