UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): September 17, 2014
PEREGRINE SEMICONDUCTOR CORPORATION
(Exact name of registrant as specified in charter)
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Delaware | 001-35623 | 86-0652659 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
9380 Carroll Park Drive
San Diego, California 92121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (858) 731-9400
______________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
(b)
On September 17, 2014, Peregrine Semiconductor Corporation (the “Company”) received the resignation of Carl N. Burrow, the Vice President of Worldwide Sales and Applications, effective on October 1, 2014.
As previously announced, the Company, Murata Electronics North America, Inc. (“Parent”), and PJ Falcon Acquisition Company, Limited, a wholly-owned subsidiary of Parent (“Purchaser”), have entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Purchaser will merge with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the “Merger”).
In connection with Mr. Burrow’s resignation, we entered into a transition agreement pursuant to which he will provide consulting services for up to eight hours or one day per week, for which he will be paid $2,000 per week. Provided that Mr. Burrow continues to provide the foregoing consulting services through the earlier of (a) the closing of the Merger, or (b) December 21, 2014, he will become entitled to vest in an additional 6,000 shares subject to stock option granted in February 2014, and receive a pro-rata portion of his 2014 cash incentive target bonus per the terms of the Merger Agreement.
Mr. Burrow’s release with the Company and consulting agreement are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No. | | Description |
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10.1 | | Release with Carl N. Burrow dated September 19, 2014. |
10.2 | | Consulting Agreement |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| PEREGRINE SEMICONDUCTOR CORPORATION
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Date: September 22, 2014 | /s/ Jay Biskupski |
| Jay Biskupski
Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. | | Description |
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10.1 | | Release with Carl N. Burrow dated September 19, 2014. |
10.2 | | Consulting Agreement |
PEREGRINE SEMICONDUCTOR CORPORATION
9380 CARROLL PARK DRIVE
SAN DIEGO, CA 92121
September 19, 2014
Carl N. Burrow
Dear Carl:
This letter (the “Agreement”) confirms the agreement between you and Peregrine Semiconductor Corporation (the “Company”) regarding the resignation of your employment with the Company.
1.Termination Date. Your employment with the Company will terminate on October 1, 2014 (the “Termination Date”).
2. Consulting Services. Following the Termination Date, you and the Company agree that you will become a consultant to the Company, pursuant to the Company’s standard Consulting Agreement (the “Consulting Services”), until the earlier of (i) December 21, 2014, or (ii) the closing of the merger (the “Merger”) contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among Murata Electronics North America, Inc., PJ Falcon Acquisition Company, Limited, and the Company, dated as of August 22, 2014. You will be required to perform the Consulting Services for up to 8 hours or one day per week, for which you will be paid $2,000 per week.
3. Effective Date and Revocation. You have up to twenty-one days after you receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. Furthermore, you have up to seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me. If you do not revoke this Agreement, the eighth day after the date you sign it will be the “Effective Date.” Because of the seven-day revocation period, no part of this Agreement will become effective or enforceable until the Effective Date.
4. Accrued Salary. On the Termination Date, the Company will pay you base salary and accrued but unused vacation time earned through the Termination Date (less all applicable withholding taxes and other deductions). As calculated, the Company will pay you any incentive earned through Q3 2014 in Q4 2014. You acknowledge that, prior to the execution of this Agreement, you were not entitled to receive any additional money from the Company and that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.
5. Continuing Health Coverage. You will receive information about your right to continue your group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act after the Termination Date. In order to continue your coverage, you will be required to file the requisite election form from IGOE.
Carl N. Burrow
September 19, 2014
6. Equity-Based Awards.
(a) Cancelled Awards. On the Termination Date, the stock option granted to you on January 28, 2013 to purchase 160,000 shares of the Company’s Common Stock at an exercise price of $12.74 per share will be cancelled in its entirety. On the Termination Date, the restricted stock units granted to you on February 24, 2014 originally covering 7,500 shares of the Company’s Common Stock (but now covering 5,625 remaining shares) will be cancelled in their entirety.
(b) Continuing Awards. On the Termination Date, the stock option granted to you on February 24, 2014 to purchase 53,000 shares of the Company’s Common Stock at an exercise price of $5.81 per share will be cancelled with respect to 36,694 shares, and following such cancellation will remain outstanding with respect to 16,306 shares (which includes 10,306 currently vested shares plus an additional 6,000 shares). Provided that you continue to provide the Consulting Services through the closing of the Merger, such remaining shares will be eligible to be cashed out as provided in Section 3.7 of the Merger Agreement.
7. Pro-Rata Annual Target Bonus. Provided that you continue to provide the Consulting Services through the closing of the Merger, you will be entitled to receive your fiscal year 2014 annual target bonus under the Company’s Incentive Bonus Plan, as prorated and provided in Section 7.6(e) of the Merger Agreement.
8. Continuing Obligations to Company. You hereby agree to remain bound by your Confidential Information, Invention Assignment, Disclosure and Non-Solicitation Agreement with the Company (the “Confidentiality Agreement”), your Arbitration Agreement with the Company (the “Arbitration Agreement”), and Section 8 of the letter agreement between you and the Company dated as of December 1, 2012 (the “Letter Agreement”). Specially, you acknowledge and agree that continuing until the first anniversary of the termination of the Consulting Services, you will not directly or indirectly, personally or through others, solicit or attempt to solicit (on your own behalf or on behalf of any other person or entity) either (A) the employment of any employee or consultant of the Company or any of the Company’s affiliates or (B) the business of any customer of the Company or any of the Company’s affiliates. You acknowledge and agree that if you breach any provision of this Agreement, your Confidentiality Agreement, Arbitration Agreement, Section 8 of the Letter Agreement, or any other agreement with the Company that by its terms continues in force following your separation from service, then (a) the Company will not provide you with any of the additional benefits under this Agreement and (b) the Company may seek to recoup or revoke any benefits provided hereunder; however, in such event this Agreement will remain in full force and effect.
9. Consideration. Subject to and in consideration of your release of claims as provided herein, the Company has agreed to provide you with certain payments and benefits as set forth in Sections 6(b) and 7 of this Agreement.
10. Release of Claims. In consideration of the payments and benefits provided to you hereunder, to the fullest extent permitted by law, you, on behalf of yourself and your heirs, family members, executors, administrators and assigns, hereby fully and forever release the Company and its officers, directors, employees, investors, shareholders, administrators, affiliates, divisions,
Carl N. Burrow
September 19, 2014
subsidiaries, predecessor and successor corporations, and assigns (the “Releasees”), from, and agree not to sue concerning, any claim, duty, obligation or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that you may possess arising from any omissions, acts or facts that have occurred up until and including the Effective Date of this Agreement including, without limitation,
(a) any and all claims relating to or arising from your employment relationship with the Company and the termination of that relationship;
(b) any and all claims relating to, or arising from, your right to purchase, or actual purchase of shares of stock of the Company, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law;
(c) any and all claims for wrongful discharge of employment; breach of contract, both express and implied; breach of a covenant of good faith and fair dealing, both express and implied; negligent or intentional infliction of emotional distress; negligent or intentional misrepresentation; negligent or intentional interference with contract or prospective economic advantage; defamation; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment; and conversion;
(d) any and all claims for violation of any federal, state or municipal statute, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the California Fair Employment and Housing Act, and Labor Code section 201, et seq.;
(e) any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; and
(f) any and all claims for attorneys' fees and costs.
You and the Company agree that the release set forth in this Section 9 will be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. In addition, and notwithstanding anything in this Agreement to the contrary, the release set forth herein does not extend to any claims for indemnification under Section 2802 of the California Labor Code or any analogous law of any other state.
11. Acknowledgement of Waiver of Claims Under ADEA. You acknowledge that you are waiving and releasing any rights you may have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that this waiver and release is knowing and voluntary. You and the Company agree that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. You acknowledge that the consideration given for this waiver and release Agreement is in addition to anything of value to which you were already entitled. You further acknowledge that you have been advised by this writing that:
Carl N. Burrow
September 19, 2014
(a) you should consult with an attorney prior to executing this Agreement;
(b) you have twenty-one (21) days within which to consider this Agreement;
(c) you have seven (7) days following your execution of this Agreement to revoke the Agreement; and
(d) this Agreement will not be effective until the revocation period has expired.
Nothing in this Agreement prevents or precludes you from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law.
12. Civil Code Section 1542. You represent that you are not aware of any claims against the Company other than the claims that are released by this Agreement. You acknowledge that you have been advised by legal counsel and are familiar with the provisions of California Civil Code Section 1542, which provides as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
You, being aware of said code section, agree to expressly waive any rights you may have thereunder, as well as under any other statute or common law principles of similar effect.
13. No Pending or Future Lawsuits. You represent that (a) you have no lawsuits, claims, or actions pending in your name, or on behalf of any other person or entity, against the Company or any other person or entity referred to herein; (b) in the event you have brought a lawsuit, claim or action on behalf of yourself, you will dismiss the lawsuit, claim or action with prejudice, or (c) in the event you have brought a lawsuit, claim or action on behalf of any other person or entity, you will dismiss the lawsuit, claim or action with prejudice, if permitted by applicable law. You also represent that you do not intend to bring any claims on your own behalf or on behalf of any other person or entity against the Company or any other person or entity referred to herein.
14. No Admission. Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law.
15. Other Agreements. At all times in the future, you will remain bound by Sections 7 and 8 of the Letter Agreement, your Confidentiality Agreement, your Arbitration Agreement and your Indemnification Agreement with the Company. Except as expressly provided in this Agreement, this Agreement renders null and void all prior agreements between you and the Company
Carl N. Burrow
September 19, 2014
and constitutes the entire agreement between you and the Company regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.
16. Company Property. You represent that you have returned to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company except as required under the Consulting Agreement.
17. Section 16 Obligations. You acknowledge that, despite the cessation of your employment with the Company on the Termination Date, you may continue to be subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). You further acknowledge that the Company has advised you to consult independent counsel regarding the applicability of Section 16 of the Exchange Act.
18. No Cooperation. You agree that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges or complaints by any third party against the Company and/or any officer, director, employee, agent, representative, shareholder or attorney of the Company, other than (a) pursuant to a subpoena or other court order or (b) in connection with any Equal Employment Opportunity Commission or Department of Fair Employment and Housing proceeding.
19. Mutual Non-Disparagement. You agree that you will never make any negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law. The Company’s current directors and current officers agree not to make any negative or disparaging statements (orally or in writing) regarding your employment with the Company to any party outside of the Company, except as required by law.
20. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.
21. Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of California (other than its choice-of-law provisions).
22. Costs. You and the Company will each bear your own costs, expert fees, attorneys’ fees and other fees incurred in connection with this Agreement.
23. Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
Carl N. Burrow
September 19, 2014
Please indicate your agreement with the above terms by signing below.
Very truly yours,
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PEREGRINE SEMICONDUCTOR CORPORATION
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By: | /s/ James S. Cable |
| James S. Cable, Ph.D. Chief Executive Officer, President and Chairman |
I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future.
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/s/ Carl N. Burrow |
Signature of Carl N. Burrow |
Dated: | September 19th, 2014 |
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9380 Carroll Park Drive San Diego, CA 92121 Phone (858) 731-9400 Fax (858) 731-9499 www.psemi.com |
CONSULTING AGREEMENT
Effective _October 6, 2014, Carl Burrow (“Consultant”) and Peregrine Semiconductor Corporation. (“Company”) agree as follows:
Services; Payment; No Violation of Rights or Obligations. Consultant agrees to undertake and complete the Services (as defined in Exhibit A) in accordance with and on the schedule specified in Exhibit A as requested up to the week of either December 21, 2014 or week of merger close* as mutually agreed upon. As the only consideration due Consultant regarding the subject matter of this Agreement, Company will pay Consultant in accordance with Exhibit A for actual hours worked for the Company, and as a service provider to the Company.
Unless otherwise specifically agreed upon by Company in writing (and notwithstanding any other provision of this Agreement), all activity relating to Services will be performed by and only by Consultant or by employees of Consultant and only those such employees who have been approved in writing in advance by Company. Consultant agrees that it will not (and will not permit others to) violate any agreement with or rights of any third party or, except as expressly authorized by Company in writing hereafter, use or disclose at any time Consultant’s own or any third party’s confidential information or intellectual property in connection with the Services or otherwise for or on behalf of Company.
Ownership; Rights; Proprietary Information; Publicity.
Company shall own all right, title and interest (including patent rights, copyrights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other intellectual property rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by or for or on behalf of Consultant during the term of this Agreement that relate to the subject matter of or arise out of or in connection with the Services or any Proprietary Information (as defined below) (collectively, “Inventions”) and Consultant will promptly disclose and provide all Inventions to Company. All Inventions are work made for hire to the extent allowed by law and, in addition, Consultant hereby makes all assignments necessary to accomplish the foregoing ownership; provided that no assignment is made that extends beyond what would be allowed under California Labor Code Section 2870 (attached as Exhibit B) if Consultant was an employee of Company. Consultant shall assist Company, at Company’s expense, to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce and
* Until the closing of the merger contemplated by that certain Agreement and Plan of Merger (the “Merger Agreement”), by and among Murata Electronics North America, Inc., PJ Falcon Acquisition Company, Limited, and the Company, dated as of August 22, 2014.
defend any rights assigned. Consultant hereby irrevocably designates and appoints Company as its agents and attorneys-in-fact, coupled with an interest, to act for and on Consultant’s behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Consultant and all other creators or owners of the applicable Invention.
Consultant agrees that all Inventions and all other business, technical and financial information (including, without limitation, the identity of and information relating to customers or employees) developed, learned or obtained by or for or on behalf of Consultant during the period that Consultant is to be providing the Services that relate to Company or the business or demonstrably anticipated business of Company or in connection with the Services or that are received by or for Company in confidence, constitute “Proprietary Information.” Consultant shall hold in confidence and not disclose or, except in performing the Services, use any Proprietary Information. However, Consultant shall not be obligated under this paragraph with respect to information he/she can document which is, or becomes readily publicly available without restriction, through no fault of Consultant. Upon termination or as otherwise requested by Company, Consultant will promptly provide to Company all items and copies containing or embodying Proprietary Information, except that Consultant may keep its personal copies of its compensation records and this Agreement. Consultant also recognizes and agrees that Consultant has no expectation of privacy with respect to Company’s telecommunications, networking or information processing systems (including, without limitation, stored computer files, email messages and voice messages) and that Consultant’s activity, and any files or messages, on or using any of those systems may be monitored at any time without notice.
As additional protection for Proprietary Information, Consultant agrees that during the period over which it is to be providing the Services (i) and for one year thereafter, Consultant will not directly or indirectly encourage or solicit any employee or consultant of Company to leave Company for any reason and (ii) Consultant will not engage in any activity that is in any way competitive with the business or demonstrably anticipated business of Company, and Consultant will not assist any other person or organization in competing or in preparing to compete with any business or demonstrably anticipated business of Company. Without limiting the foregoing, Consultant may perform services for other persons, provided that such services do not represent a conflict of interest or a breach of Consultant’s obligation under this Agreement or otherwise.
To the extent allowed by law, any license granted Company hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like. Furthermore, Consultant agrees that notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world, and without any further compensation, Company may and is hereby authorized to (and to allow others to) use Consultant’s name in connection with promotion of its business, products or services To the extent any of the foregoing is ineffective under applicable law, Consultant hereby provides any and all ratifications and consents necessary to accomplish the purposes of the foregoing to the extent possible. Consultant will confirm any such ratifications and consents from time to time as requested by Company. If any other person is in any way involved
in any Services, Consultant will obtain the foregoing ratifications, consents and authorizations from such person for Company’s exclusive benefit.
If any part of the Services or Inventions or information provided hereunder is based on, incorporates, or is an improvement or derivative of, or cannot be reasonably and fully made, used, reproduced, distributed and otherwise exploited without using or violating technology or intellectual property rights owned by or licensed to Consultant (or any person involved in the Services) and not assigned hereunder, Consultant hereby grants Company and its successors a perpetual, irrevocable, worldwide royalty-free, non-exclusive, sublicensable right and license to exploit and exercise all such technology and intellectual property rights in support of Company’s exercise or exploitation of the Services, Inventions, other work or information performed or provided hereunder, or any assigned rights (including any modifications, improvements and derivatives of any of them).
Warranties and Other Obligations. Consultant represents, warrants and covenants that: (i) the Services will be performed in a professional and workmanlike manner and that none of such Services nor any part of this Agreement is or will be inconsistent with any obligation Consultant may have to others; (ii) all work under this Agreement shall be Consultant’s original work and none of the Services or Inventions nor any development, use, production, distribution or exploitation thereof will infringe, misappropriate or violate any intellectual property or other right of any person or entity (including, without limitation, Consultant); (iii) Consultant has the full right to allow it to provide Company with the assignments and rights provided for herein (and has written enforceable agreements with all persons necessary to give it the rights to do the foregoing and otherwise fully perform this Agreement); (iv) Consultant shall comply with all applicable laws and Company safety rules in the course of performing the Services; and (v) if Consultant’s work requires a license, Consultant has obtained that license and the license is in full force and effect.
Term; Termination. If either party breaches a material provision of this Agreement, the other party may terminate this Agreement upon 30 days’ notice, unless the breach is cured within the notice period. Company also may terminate this Agreement at any time, with or without cause, upon 30 days’ notice, but, if (and only if) such termination is without cause, Company shall upon such termination pay Consultant all unpaid, undisputed amounts due for the Services completed prior to notice of such termination. Company may communicate the obligations contained in this Agreement to any other (or potential) client or employer of Consultant.
Relationship of the Parties; Independent Contractor; No Employee Benefits. Notwithstanding any provision hereof, Consultant is an independent contractor and is not an employee, agent, partner or joint venturer of Company and shall not bind nor attempt to bind Company to any contract. Consultant shall accept any directions issued by Company pertaining to the goals to be attained and the results to be achieved by Consultant, but Consultant shall be solely responsible for the manner and hours in which the Services are performed under this Agreement. Consultant shall not be eligible to participate in any of Company’s employee benefit plans, fringe benefit programs, group insurance arrangements or similar programs. Company shall not provide workers’ compensation, disability insurance, Social Security or unemployment compensation
coverage or any other statutory benefit to Consultant. Consultant shall comply at Consultant’s expense with all applicable provisions of workers’ compensation laws, unemployment compensation laws, federal Social Security law, the Fair Labor Standards Act, federal, state and local income tax laws, and all other applicable federal, state and local laws, regulations and codes relating to terms and conditions of employment required to be fulfilled by employers or independent contractors. Consultant will ensure that its employees, contractors and others involved in the Services, if any, are bound in writing to the foregoing, and to all of Consultant’s obligations under any provision of this Agreement, for Company’s benefit and Consultant will be responsible for any noncompliance by them. Consultant agrees to indemnify Company from any and all claims, damages, liability, settlement, attorneys’ fees and expenses, as incurred, on account of the foregoing or any breach of this Agreement or any other action or inaction by or for or on behalf of Consultant.
Assignment. This Agreement and the services contemplated hereunder are personal to Consultant and Consultant shall not have the right or ability to assign, transfer any rights or obligations under this Agreement without the written consent of Company. Any attempt to do so shall be void. Company may fully assign and transfer this Agreement in whole or part.
Notice. All notices under this Agreement shall be in writing and shall be deemed given when personally delivered, or three days after being sent by prepaid certified or registered U.S. mail to the address of the party to be noticed as set forth herein or to such other address as such party last provided to the other by written notice.
Miscellaneous. Any breach will cause irreparable harm to Company for which damages would not be an adequate remedy, and therefore, Company will be entitled to injunctive relief with respect thereto in addition to any other remedies. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. No changes or modifications or waivers to this Agreement will be effective unless in writing and signed by both parties. In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflicts of laws provisions thereof. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. Headings herein are for convenience of reference only and shall in no way affect interpretation of the Agreement. Consultant acknowledges and agrees that it has been provided with and shall comply with the Company’s Code of Ethics and Business Conduct and Insider Trading Policy.
Arbitration. Any controversy or claim (except those regarding Inventions, Proprietary Information or intellectual property) arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided however, that each party will have a right to seek injunctive or other equitable relief in a court of law. The prevailing party will be
entitled to receive from the nonprevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues. Consultant hereby consents to the arbitration in the State of California in the county of San Diego.
IN WITNESS WHEREOF, the undersigned have entered into this Consulting Agreement as of the first date set forth above,
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/s/ Carl Burrow, Consultant | | /s/ Jim Cable |
Carl Burrow | | Jim Cable, CEO, Peregrine Semiconductor |
By | Carl Burrow, Consultant | | By | Jim Cable, CEO |
| 1460 Spyglass Court, Encinitas, CA 92024 | | | 9380 Carroll Park Drive, San Diego |
| Printed (Name, Title and Address) | | | Printed (Name, Title and Address) |
EXHIBIT A
Services:
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• | Provide messages of continuity, communications and leadership related to the acquisition for: strategic customers, Sales Channel Partnerships and the Peregrine Sales/FAE Team. |
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• | Serve as mentor and coach to Greg Thompson, interim sales leader and Jussi Salimen, Murata Account Manager on integration and sales leadership efforts. |
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• | Guide and counsel on the 2015 Sales planning process. |
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• | Serve as advisor ion Sales KPI reporting for month MBRs. |
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• | Review and Sales Incentive payments for Q3 and Q4 (if applicable) |
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• | Direct involvement in regulatory approvals and support for integration efforts as needed and applicable. |
FEES/EXPENSES
__X_ weekly rate of $2,000 for up to eight hours or one day per week (exclusive of travel time; payable monthly in arrears, after invoice detailing hours).
__X_ Expense reimbursement is (1) limited to required, reasonable telephone expenses and long distance coach class (or equivalent) travel (transportation, lodging and meals) authorized in writing by Company in advance, and (2) payable __ days after itemized invoice and delivery of receipts.
EXHIBIT B
California Labor Code Section 2870. Application of provision providing that employee shall assign or offer to assign rights in invention to employer.
(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either:
(1) Relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated research or development of the employer; or
(2) Result from any work performed by the employee for his employer.
(b) To the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is unenforceable.
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