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EXHIBIT (d)(8)
EMPLOYMENT AGREEMENT
January 15, 2001
To: Marc Devis
Dear Marc:
This letter agreement ("Agreement"), if accepted, sets forth the
terms of your employment with Xircom, Inc. ("Xircom") and/or Intel Corporation
("Intel") or any of Intel's subsidiaries (collectively, the "Company"). This
offer is contingent on the occurrence of the closing of the Agreement and Plan
of Merger by and among Intel, Xircom and ESR Acquisition Corporation dated
January 15, 2001 (the "Merger Agreement"), and, if you accept this offer, it
will take effect as of the "Closing Date" for the Merger Agreement.
The terms of your employment under this Agreement are as follows:
Compensation and Benefits
(Initial your choice of Option 1 or Option 2)
____________ [OPTION 1] You will receive an annual base salary ("Base Salary")
of $320,000, less all applicable deductions. You are eligible for an Employee
Bonus ("EB") and Employee Cash Bonus ("ECBP"), payable under the terms of the
Intel's EB and ECBP Plans. For purposes of calculating your EB, your target EB
shall be $52,000.
/s/ MD [OPTION 2] You will receive an annual base salary ("Base Salary")
of $369,100, less all applicable deductions. You are eligible for an Employee
Bonus ("EB") and Employee Cash Bonus ("ECBP"), payable under the terms of the
Intel's EB and ECBP Plans. For purposes of calculating your EB, your target EB
shall be $26,000.
As soon as practicable following the Closing Date, the Company
will recommend that you receive a grant of options for 28,000 shares of Intel
common stock, which shall vest in annual installments as set forth below on each
anniversary of the date of grant:
2003 2004 2005 2006
7000 7000 7000 7000
In addition, you are eligible to participate in the Company
employee benefit programs available to similarly situated employees, including,
but not limited to, the Intel employee stock purchase plan in accordance with
the terms of such plan.
Term of Employment
Employment with the Company will be "at will." Either you or the
Company may terminate your employment with or without cause or notice at any
time.
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Your Position
You will initially have the title of Director of Sales, Grade 11,
reporting to Dirk Gates. You will have whatever reasonable duties are assigned
to you consistent with your title and position.
Proprietary Information
This offer is also contingent on you executing Intel's standard
form of Employee Agreement regarding proprietary information and inventions, a
copy of which is attached hereto and incorporated herein.
Change in Control Agreement
You agree that your move to the position described in this
Agreement, and the responsibilities associated with such position, shall not
constitute "Good Reason" under your Change in Control Agreement. You further
agree that "Cause" under your Change in Control Agreement shall be determined in
good faith by: the Xircom Board of Directors; the Chief Executive Officer of
Intel; or the Vice President in charge of Intel's Network Communications Group
(or its successor business unit).
Per your Change in Control Agreement, upon the Closing Date, your
existing options (summarized in the attached schedule) will be accelerated by 1
year.
Entire Agreement
This Agreement, your Change in Control Agreement and Intel's
standard form of Employee Agreement will be the entire agreement between the
Company and you relating to your employment and the additional matters provided
for herein; provided, however, that to the best of its ability and in accordance
with applicable law, the Company will honor the terms of your existing payroll
practices; provided further, that the Company shall continue your current
Company car policy until the expiration of the lease on your car. You agree that
there were no promises or commitments made to you regarding your employment with
the Company except as set forth in this letter. This Agreement supersedes and
replaces any prior oral or written agreements between you and Xircom relating to
the subject matter hereof, including any prior employment agreements, but
excluding your Change in Control Agreement. This Agreement does not supersede
your stock option agreements, which will be assumed by Intel under the Merger
Agreement. This Agreement may be amended or altered only in a writing signed by
you and an officer of Intel Corporation.
Governing Law
This Agreement shall be construed and interpreted in accordance
with the laws of California (not including its conflict of law provisions).
Severability
Each provision of this Agreement is severable from the others,
and if any provision hereof shall be to any extent unenforceable, it and the
other provisions shall continue to be enforceable to the full extent allowable,
as if such unenforceable provision had not been a part of this Agreement.
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By signing below, you agree to the terms and conditions of this
Employment Agreement.
INTEL CORPORATION
By: /s/ ARVIND SODHANI
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Name: Arvind Sodhani
Title: Vice President and Treasurer
Date: January 15, 2001 /s/ MARC DEVIS
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Employee Signature
[SIGNATURE PAGE FOR EMPLOYMENT AGREEMENT
BETWEEN INTEL CORPORATION AND MARC DEVIS]