EMCORE: DR. HONG HOU OFFER LETTER
Published on December 20, 2006
EXHIBIT 10.1
EMCORE
CONFIDENTIAL
December
14, 2006
Dr.
Hong
Hou
Dear
Hong:
It
is
with pleasure that, on behalf of the Board of Directors, I extend this offer
to
you to become EMCORE’s President and Chief Operating Officer, reporting to the
Chief Executive Officer. In addition to the position of President and Chief
Operating Officer, the Nominating Committee of the Board of Directors has
recommended, and the Board has approved, your appointment as a Class C Director.
Your start date in these positions will be effective immediately upon your
acceptance of this offer letter. In addition, effective following the annual
shareholders meeting in February 2008 and the current Chief Executive Officer
moving into the role of Chairman of the Board, the Board also offers you the
position of Chief Executive Officer. In connection with your new positions,
the
Compensation Committee of the Board of Directors has approved, effective upon
your acceptance of this offer letter, an increase in your annual base salary
to
$400,000 per year. You will continue to be paid on our bi-weekly payroll. All
operational Vice Presidents will report directly to you.
Bonus
Plan.
You
will also be eligible for the 2007 Bonus Plan. Your bonus target will be 80%
of
your base salary and is based upon Company-wide performance parameters, as
well
as individual performance, as determined by the Compensation Committee of the
Board of Directors. We expect that the 2007 Executive Bonus Plan will be adopted
by the Compensation Committee in the next few months. Additionally, you must
be
an employee in good standing on the date EMCORE pays the bonus under the Plan
in
order to qualify for the bonus.
Stock
Option Grant.
Conditioned upon your acceptance of this offer, the Compensation Committee
of
the Board of Directors has approved a grant to you of 245,000 stock options
under an Incentive Stock Option Agreement, which will entitle you to purchase
EMCORE stock (the “Initial Grant”). In addition, the Compensation
Committee has approved an additional grant to you of 255,000 stock options
to be made in calendar year 2007 as soon as such options may be granted without
exceeding the Award Limit under Section 6(k) of the EMCORE Corporation 2000
Stock Option Plan (the “Plan”) and further subject to compliance with applicable
securities laws and other provisions of such Plan (the “Additional Grant”). The
Initial Grant will be priced in accordance with the Incentive Stock Option
Grant
Policy adopted by the Board on November 13, 2006. Assuming you accept this
offer today (December 14, 2006), and because the Compensation Committee has
approved this grant today, your Initial Grant will have a strike price equal
to
the mean of the highest and lowest sale prices for a share of Stock on the
composite tape or in Nasdaq National Market trading as reported in The
Wall Street Journal
(or, if
not so reported, such other nationally recognized reporting source as the
Committee shall select) on December 14, 2006. Your
Additional Grant will be priced on the date of grant in 2007 in accordance
with
the Plan. You
will
also receive your formal Incentive Stock Option Agreement (the "Agreement").
Regarding vesting for the Additional Grant to be made in 2007, the
Compensation Committee has approved a four year vesting for the 255,000 stock
options with the first options vesting on the one-year anniversary of your
promotion and equal amounts thereafter on each anniversary. The terms of your
options, including terms of exercise and expiration, are governed by the Plan,
as amended, and the Agreement. Copies of the Plan prospectus and form Agreement
will be provided, and the general description above is qualified in all respects
by the terms of the Plan and Agreement. If you have any questions about
our stock option program, please contact me.
Employee
Group Health Benefits.
You
will continue to participate in EMCORE’s executive benefit plans.
Paid
Time Off and Holidays.
EMCORE
does not offer PTO to its executives.
EMCORE
observes ten (10) paid holidays per calendar year. Nine (9) of the Company
observed holidays are the same each year with one (1) “floating” holiday that is
determined by the Company annually.
At-Will
Employment.
This
offer should not be construed as a guarantee of employment for any specific
duration. All employees of EMCORE are employed on an at-will basis.
I
would
appreciate your considering our offer and advising me of your decision by
December 14, 2006. Should you decide to accept our offer, please indicate your
acceptance by signing in the space provided below and return to me. Please
also
provide a copy to our Chief Legal Officer by fax at 732-302-9783. If you
have any questions regarding Emcore or any aspects of this offer, please feel
free to contact me.
Sincerely,
EMCORE
CORPORATION
/s
Reuben F. Richards, Jr.
Reuben
F. Richards, Jr.
President
and CEO
OFFER
ACCEPTED BY:
I,
Hong
Q. Hou (print name), understand and accept the provisions of this employment
offer as set forth above. Furthermore, I acknowledge that there are no legal
restrictions to my employment at EMCORE.
/s
Hong
Q. Hou 12/14/2006 12/14/2006
Signature
Date Actual
Start Date
Witness:
/s
Monica
Van Berkel 12/14/2006
____________________________________
Signature Date
EMCORE
is an Equal Opportunity Employer