Attached files
| file | filename |
|---|---|
| EX-32.1 - EXHIBIT 32.1 - NEOPHOTONICS CORP | exhibit321nptn3311810q.htm |
| EX-31.2 - EXHIBIT 31.2 - NEOPHOTONICS CORP | exhibit312nptn3311810q.htm |
| EX-31.1 - EXHIBIT 31.1 - NEOPHOTONICS CORP | exhibit311nptn3311810q.htm |
| EX-10.3 - EXHIBIT 10.3 - NEOPHOTONICS CORP | exhibit103.htm |
| 10-Q - 10-Q - NEOPHOTONICS CORP | nptn-3312018x10q.htm |
2911 Zanker Road
San Jose, CA 95134 USA
March 19, 2018
Mr. Yang Chiah Yee
Dear Yang Chiah,
On behalf of NeoPhotonics Corporation, I am pleased to extend this offer of employment on the terms outlined below.
Should you accept this offer, you will serve in a full time capacity as Senior Vice President, Global Sales, reporting to Tim Jenks, CEO.
Your salary will be $325,000 annually, less payroll deductions and withholdings. You will be paid bi-weekly, and you will be eligible for the following standard Company benefits: medical, dental and vision insurance, short and long-term disability, business travel and life insurance coverage, flexible spending accounts, 401(k) plan participation, ESPP participation, paid personal time off and holidays. The Company’s benefits are described in our Employee Handbook and the applicable Summary Plan Descriptions, which are available for your review. The Company reserves the right to change compensation and benefits in its sole discretion.
You will be eligible to participate in the Company Variable Pay (Annual Bonus) program with a target bonus for on-target achievement of 60% base salary (pro rated for 2018 based on the portion of the year in which you are employed). The bonus pool is generated by company performance against targets set by the Board or its compensation committee and is paid at the discretion of the Board or the committee. The Company reserves the right to change compensation and benefits in its sole discretion.
Subject to Board of Directors approval, we are pleased to offer you an equity award with a total value of $1,000,000, made up of 33% options and 67% RSUs. The actual number of Options and RSUs awarded will be determined by the price of NeoPhotonics stock (NPTN) on the date of approval: that is, value of award/stock price = number of Options/RSUs based on the stated mix of 33%/67%. We expect that the date of approval will be your start date. The grants will be governed by the terms and conditions of the Company’s 2011 Inducement Plan and grant notice and agreements to be issued to you. The Option grant shall be subject to four-year vesting schedule, with one quarter (1/4) of the shares subject to the Option vesting after you have completed one year of continuous service with the Company, and one-forty-eighth (1/48th) of the shares vesting for each full month of your continuous employment service thereafter. The RSU grant will vest in equal annual installments over 4 years on each year anniversary of the Vesting Commencement Date, so long as you remain an employee of or consultant to the Company (or qualifying subsidiary).
You will also be entitled to enter into the Company’s form Retention Agreement attached hereto, which will provide you with certain benefits in connection with an involuntary termination or a change in control of the Company under certain circumstances.
As a NeoPhotonics employee, you will be expected to abide by all Company rules and regulations, acknowledge in writing that you have read the Company’s Employee Handbook, and sign and comply with the attached Confidentiality and Inventions Assignment Agreement which prohibits unauthorized use or disclosure of the Company’s proprietary information.
In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. By signing this letter, you are confirming that you can perform your NeoPhotonics job duties within the guidelines just described. You must also agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality.
You may terminate your employment with NeoPhotonics at any time and for any reason whatsoever simply by notifying the Company. Likewise, NeoPhotonics may terminate your employment at any time and for any reason whatsoever, with or without cause or advance notice. This at-will employment relationship cannot be changed except in a writing signed by a duly authorized Company officer.
This letter, together with the Retention Agreement and the Confidentiality and Inventions Assignment Agreement, forms the complete and exclusive statement of your employment agreement with NeoPhotonics. It supersedes any other agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes expressly reserved to the Company’s discretion in this letter, require a written modification signed by a duly authorized officer of NeoPhotonics. As required by law, this offer is subject to satisfactory proof of your right to work in the United States. This offer is also conditional upon meeting U.S. export control requirements required for the position.
Yang Chiah we are very excited about the prospect of you joining the NeoPhotonics team. We believe that NeoPhotonics offers its employees a unique, challenging and rewarding opportunity for personal, intellectual and professional growth.
Please sign and date this letter and return it to me by March 21, 2018 if you wish to accept employment at NeoPhotonics under the terms described above. If you accept our offer, we would like you to start on or around March 22, 2018. We look forward to your favorable reply and to a productive and enjoyable work relationship.
Yours very sincerely,
NEOPHOTONICS CORPORATION
/S/
Karen Drosky
Vice President, Human Resources
Attachment: Employee Confidentiality and Inventions Assignment Agreement
Attachment: Retention Agreement
EMPLOYMENT OFFER ACCEPTED: BY: _______/S/_________________ NAME: YANG CHIAH YEE March 19, 2018_________________ Date | |
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