EX-10.26 3 f37822exv10w26.htm EXHIBIT 10.26 exv10w26
 

Exhibit 10.26
December 27, 2007
Donna M. Hamlin
3 Oakvale Avenue
Berkeley, CA 94705
Dear Donna:
We are pleased to make this offer of employment to you with Trident Microsystems, Inc. (“Trident”). Your position with Trident will be that of Vice President, Human Resources, reporting to Sylvia Summers, the Chief Executive Officer. The details of this offer, including the compensation package, are as follows:
  Your base salary will be $220,000.00 per year, paid on a semi-monthly basis at a rate of $9,166.67.
 
  You will be eligible to participate in Trident’s medical, dental, and life insurance programs.
 
  You will be entitled to paid time off in accordance with Trident’s current policies.
 
  Upon the approval of the Compensation Committee of Trident’s Board of Directors, (“Compensation Committee”) you will be granted the equity incentive awards described in Appendix A, subject to the terms set forth therein.
 
  You will be eligible to participate in Trident’s Incentive Bonus Plan and your target bonus payment will be 50% of your annual base salary, as described in Appendix B.
Within three (3) days of the start of your employment you will be required, as a condition of your employment, to complete the following:
  You must provide acceptable documentation of proof of your eligibility to work in the United States as required by the Immigration and Naturalization Act (I-9).
 
  You will be required to sign Trident’s standard form of Employment, Proprietary Information and Invention Assignment Agreement, including a non-solicitation covenant of twenty-four (24) months’ duration.
Trident is a dynamic, fast growing company whose success depends upon the contributions of talented individuals such as you. You can accept this offer by signing below, indicating your anticipated start date, and returning this copy to me. Should you have any questions or if you need additional information please feel free to contact me.
This offer of employment is contingent upon your ability to comply with the employment authorization provisions of the Immigration & Naturalization Act as well as the successful completion of your background investigation. In addition, this offer is conditioned upon your acceptance, in writing, by January 2, 2008.
Sincerely,
/s/ David L. Teichmann                                                       
David L. Teichmann
General Counsel,
Vice President of Human Resources & Corporate Secretary

 


 

December 27, 2007
Donna M. Hamlin
Page 2 of 4
ACKNOWLEDGMENTS & ACCEPTANCE
I accept this employment offer with the understanding that it is not a contract for a fixed term or specified period of time. I understand that my employment is voluntary, “at will” and can be terminated either by me or by Trident at any time, with or without notice and with or without cause, subject to the terms of this letter. The provisions stated in this offer letter supersede all prior representations or agreements, whether written or oral. This offer letter may not be modified or amended except by a written agreement, signed by an authorized officer of Trident and me.
             
/s/ Donna M. Hamlin
  12/28/07   1/11/2008    
 
Donna M. Hamlin
 
 
Date
 
 
Anticipated Start Date
   

 


 

December 27, 2007
Donna M. Hamlin
Page 3 of 4
Appendix A
Equity Incentive Award
Initial Hire-on Option Grant
Upon the approval of the Compensation Committee, at its first regularly scheduled meeting following your employment start date, you will be granted a non-qualified stock option to purchase 60,000 shares of Trident’s common stock at an exercise price per share equal to the closing price of a share of Trident’s common stock on the Nasdaq Global Market on the effective date of grant. Subject to your continued performance of services with Trident through each respective vesting date, the shares subject to this stock option will vest and become exercisable over a four-year period at the rate of 25% of such shares upon each of the first four anniversaries of your employment start date. Your stock option will be granted under and subject to the terms and conditions of the 2006 Equity Incentive Plan and Trident’s standard form of stock option agreement, which you will be required to sign as a condition to receiving this option.
Initial Hire-on Restricted Stock Award
Upon the approval of the Compensation Committee, at its first regularly scheduled meeting following your employment start date, you will be granted a restricted stock award consisting of 20,000 shares of Trident’s common stock. These shares will be subject to automatic forfeiture if your performance of services with Trident terminates prior to the date on which the shares vest. Subject to your continued performance of services with Trident through each respective vesting date, the shares subject to this restricted stock award will vest over a four-year period at the rate of 25% upon each of the first four anniversaries of your employment start date. Your restricted stock award will be granted under and subject to the terms and conditions of the 2006 Equity Incentive Plan and Trident’s standard form of restricted stock agreement, which you will be required to sign as a condition to receiving the award.
     
/s/ Donna M. Hamlin
   
 
Donna M. Hamlin
   

 


 

December 27, 2007
Donna M. Hamlin
Page 4 of 4
Appendix B
Incentive Bonus Plan
You will be eligible to participate in Trident’s Incentive Bonus Plan at a target rate of 50% of your annual base salary. The actual bonus, if any, you earn under the Incentive Bonus Plan will be based upon Trident’s achievement of annual performance goals determined by the Board of Directors and/or Compensation Committee. In addition, you must be an active employee on the date of the bonus payment to be entitled to receive a bonus under the Incentive Bonus Plan. The detailed terms and conditions of the Incentive Bonus Plan are defined yearly by the Board of Directors and/or Compensation Committee and are subject to change at the Board of Directors’ and/or Compensation Committee’s discretion from year to year.
     
/s/ Donna M. Hamlin
   
 
Donna M. Hamlin