Vice President Marketing Employment Agreement - Vivek Bansal

EXECUTION COPY
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EMPLOYMENT AGREEMENT


This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of this 17th day of January 2002, by and among GlobespanVirata, Inc., a Delaware corporation (the "Company"), and Vivek Bansal (the "Executive").


WHEREAS, pursuant to that Merger Agreement among GlobeSpan, Inc. ("GlobeSpan"), Wine Acquisition Corp. and Virata Corporation ("Virata") (the "Merger Agreement"), Virata has been merged into a subsidiary of the Company and shall survive as a wholly owned subsidiary of the Company (the "Merger"), and GlobeSpan has been renamed GlobespanVirata, Inc.; and


WHEREAS, the parties hereto wish to enter into the arrangements set forth herein with respect to the terms and conditions of the Executive's employment with the Company.


NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:


1. EMPLOYMENT AGREEMENT. On the terms and conditions set forth in this Agreement, the Company agrees to employ the Executive and the Executive agrees to be employed by the Company in the position and with the duties set forth in Section 3 hereof. Terms used herein with initial capitalization and not otherwise defined herein are defined in Section 20 below. This Agreement shall replace and supersede any employment agreement or arrangement between the Executive and the Company or one of its Affiliates or predecessors except pursuant to Section 18.


2. TERM. Unless earlier terminated pursuant to Section 7, the term of the Executive's employment hereunder shall commence on the date first written above (the "Effective Date") and shall conclude on December 31, 2002 (the "Renewal Date") (the "Employment Period"); provided, however, that the Employment Period shall be automatically extended for an additional one-year term on the Renewal Date and on each anniversary of the Renewal Date, unless either party gives at least sixty days' advance written notice to the other party (a "Notice of Non-Renewal") that it no longer wishes such automatic extensions to continue.


3. POSITION AND DUTIES. The Executive shall serve as Vice President-Marketing of the Company during the Employment Period. As Vice President-Marketing of the Company, subject to the terms and conditions of this Agreement, the Executive shall render executive, policy and other management services to the Company as reasonably determined by the President and Chief Executive Officer of the Company or the Board. During a period to be determined by the President and Chief Executive Officer that is expected to last until the Renewal Date (the "Transition Period"), the President and Chief Executive Officer expects to delegate oversight responsibility with respect to Sales and Marketing to Nicholas Aretakis who is expected to serve as a Vice President in the Office of President during the Transition Period and


who will develop, with the President and Chief Executive Officer, the Executive's objectives during the Transition Period, and with whom the Executive will work closely during the Transition Period. The Executive shall devote the Executive's reasonable best efforts and substantially full business time to the performance of the Executive's duties hereunder and the advancement of the business and affairs of the Company during the Employment Period (provided that the Executive may devote time to managing his personal investments and to charitable and community activities, and, with the consent of the Board, take up other offices and positions during the Employment Period). The Executive shall report directly to the President and Chief Executive Officer; provided, however, that, after the conclusion of the Transition Period, the President and Chief Executive Officer may change such reporting relationship.


4. PLACE OF PERFORMANCE. During the Employment Period, the Executive's primary place of employment and work location shall be Red Bank, New Jersey, except for reasonable travel on Company business.


5. COMPENSATION.


(a) BASE SALARY. During the Employment Period, the Company shall pay to the Executive an annual base salary (the "Base Salary") of $220,000. Beginning in April 2003, the Base Salary shall be reviewed by the Board no less frequently than annually, and may be increased at the discretion of the Board. If the Executive's Base Salary is increased, the increased amount shall be the Base Salary for the remainder of the Employment Period (until the date of any subsequent increase). The Base Salary shall be payable bi-weekly or in such other installments as shall be consistent with the Company's payroll procedures in effect from time to time.


(b) BONUS. During the Employment Period, the Executive shall be eligible to earn an annual performance bonus in an amount determined at the discretion of the Board for each fiscal year. The Company shall establish a target bonus for the Executive with respect to each year of the Employment Period, based upon overall performance of the Company and upon the Executive's individual performance. The annual target bonus will initially be $100,000, with an initial maximum bonus of $200,000. In the event that a target bonus is not established with respect to any such year, the Executive's target bonus shall be deemed to be the target bonus established under this Agreement for the immediately preceding year.


(c) BENEFITS. During the Employment Period, the Executive will be entitled to all employee benefits and perquisites (including health, welfare, life insurance, pension and incentive plans and other arrangements) made available to similarly situated executives of the Company. Nothing contained in this Agreement shall prevent the Company from terminating plans, changing carriers or from effecting modifications in employee benefits coverage for the Executive as long as such modifications are Company-wide modifications that affect all similarly situated employees of the Company.


(d) VACATION; HOLIDAYS. During the Employment Period, the Executive shall be entitled to all public holidays observed by the Company and vacation days in accordance with the applicable vacation policies for senior executives of the Company, which shall be taken at a reasonable time or times.


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(e) WITHHOLDING TAXES AND OTHER DEDUCTIONS. To the extent required by law, the Company shall withhold from any payments due to the Executive under this Agreement any applicable federal, state or local taxes and such other deductions as are prescribed by law.


6. EXPENSES. The Executive is expected and is authorized, subject to the business expense policies as determined by the Board, to incur reasonable expenses in the performance of his duties hereunder, including the costs of entertainment, travel, and similar business expenses. The Company shall promptly reimburse the Executive for all such expenses upon periodic presentation by the Executive of an accounting of such expenses on terms applicable to senior executives of the Company.


7. TERMINATION OF EMPLOYMENT. Any termination of the Executive's employment under this Agreement by the Company or the Executive shall be communicated by written Notice of Termination to the other party hereto in accordance with Section 10 hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a notice which shall indicate the specific termination provision in this Agreement relied upon, if any, and shall set forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employment Period under the provision so indicated. Termination of the Employment Period shall take effect on the Date of Termination. The Executive's employment under this Agreement can be terminated under the following circumstances:


(a) DEATH. The Employment Period shall terminate upon the Executive's death;


(b) DISABILITY; CAUSE. The Company may terminate the Employment Period (i) if the Executive shall have been unable to perform all of the Executive's duties hereunder by reason of illness, physical or mental disability or other similar incapacity, which inability shall continue for more than three consecutive months, or any six months in a twelve-month period (a "Disability"); or (ii) with or without Cause; or


(c) NON-RENEWAL. The Employment Period may terminate pursuant to the terms of Section 2.


8. COMPENSATION UPON TERMINATION.


(a) DEATH. If the Employment Period terminates as a result of the Executive's death, the Company shall promptly pay to the Executive's estate, or as may be directed by the legal representatives of such estate, after the Date of Termination any accrued but unpaid Base Salary through the Date of Termination, all accrued vacation days and all other unpaid amounts, if any, which the Executive has accrued as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or program of the Company pursuant to Sections 5(b) and (c) hereof, and the Company shall have no further obligations to the Executive under this Agreement or otherwise (other than pursuant to any employee benefit plan and any life insurance, death in service or other equivalent policy for the benefit of the Executive).


(b) DISABILITY. If the Company terminates the Employment Period because of the Executive's Disability, the Company shall promptly pay to the Executive after the Date of


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Termination any accrued but unpaid Base Salary through the Date of Termination, all accrued vacation days and all other unpaid amounts, if any, which the Executive has accrued as of the Date of Termination in connection with any fringe benefits or under any bonus or incentive compensation plan or pro ...