EXHIBIT (d)(11) EMPLOYMENT AGREEMENT January 15, 2001 To: Mick Conley Dear Mick: 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 You will receive an annual base salary ("Base Salary") of $154,000, 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 $ 21,000. As soon as practicable following the Closing Date, the Company will recommend that you receive a grant of options for 25,300 shares of Intel common stock, which shall vest in annual installments as set forth below on each anniversary of the date of grant: 2002 2003 2004 2005 2006 5060 5060 5060 5060 5060
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. Severance In the event that the Company involuntarily terminates your employment before the first anniversary of the Closing Date, other than due to your violation of Intel's Corporate Business Principles or due to your violation of Intel's Human Resources Guidelines, the Company shall pay to you a lump sum payment of $ 350,000, less applicable withholding. Your Position You will initially have the title of Senior Product Development Manager, Grade 10, reporting to Sam Bass. 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. Entire Agreement This 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. 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. 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 the State 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2 By signing below, you agree to the terms and conditions of this Employment Agreement. INTEL CORPORATION By: /s/ ARVIND SODHANI --------------------------------- Name: Arvind Sodhani Title: Vice President and Treasurer Date: January 15, 2001 /s/ MICK CONLEY ---------------------- ------------------------------------ Employee Signature [SIGNATURE PAGE FOR EMPLOYMENT AGREEMENT BETWEEN INTEL CORPORATION AND MICK CONLEY]