Common use of Resignation of Employment Clause in Contracts

Resignation of Employment. (a) Upon execution of this Agreement, Executive agrees to resign from employment with the Company, effective as of May 1, 2008 (the “Date of Separation”), at which time Executive’s employment with the Company shall cease. The Company shall continue to pay Executive at his current rate of base salary and continue all of his benefits and perquisites through the Date of Separation, in accordance with the Company’s current payroll and executive employment practices. Upon a date designated by the Board (the “Date of Resignation”), which date may be prior to the Date of Separation, Executive shall resign from his position as Chief Executive Officer of the Company and as a member of the Board and the Parent Board, and from his service as a director or employee of any affiliate or subsidiary of the Company or Parent, to the extent, if any, he was employed or served in any such capacity. Between the period beginning on the Date of Resignation and ending on the Date of Separation, Executive shall serve as an interim advisor to the Board regarding transition issues. Upon request of the Company, Executive agrees to execute such documents and take such action as may be necessary or desirable to effectuate the foregoing; however, should Executive not execute such documents, he shall nevertheless be deemed to have resigned from all such positions and capacities on the date requested by the Company. (b) On or about the Date of Separation, Executive shall return to the Company all Company property in his possession or use, including, without limitation, all fax machines, printers, cell phones, credit cards, building-access cards and keys and other electronic equipment, except that Executive may keep his laptop computer, provided that the Company shall disconnect and discontinue such computer’s connection with the Company’s computer network system, and provided further that at the Company’s request, Executive shall return to the Company any software or other data from such computer, however stored, relating to “Confidential Information” as defined in Section 10(a) of the Employment Agreement. (c) Executive and the Company acknowledge and agree that on February 8, 2008, they jointly announced that Executive has elected to leave the Company to pursue other interests by issuing a press release and that all future statements or communications by the parties shall be consistent with that press release. (d) Other than as set forth in this Agreement, upon the Date of Separation, Executive shall not receive any base salary, annual bonus, long term incentive award, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to time, applying to senior officers or other employees of the Company, or any severance payment or benefit to be received under any severance benefit plans, practices, policies or programs, or any vacation or expense reimbursement; however, Executive shall receive all benefits and conversion rights, at the applicable time, earned, due or applicable under the terms of Company benefit or retirement plans. Without limiting the generality of the foregoing, except as specifically set forth in this Agreement and except as set forth in the (i) Investors Agreement by and among Freescale Holdings L.P., Freescale Holdings (Bermuda) I, Ltd., Freescale Holdings (Bermuda) II, Ltd., Freescale Holdings (Bermuda) III, Ltd., Freescale Acquisition Holdings Corp., Freescale Holdings (Bermuda) IV, Ltd., Freescale Acquisition Corporation and Certain Freescale Holdings L.P. Investors and certain stockholders of Freescale Holdings (Bermuda) I, Ltd. dated as of December 1, 2006 (the “Investors Agreement”), (ii) the Agreement of Exempted Limited Partnership of Freescale Holdings L.P., a Cayman Islands exempted limited partnership, date December 1, 2006, as amended from time to time (the “Partnership Agreement”) and (iii) the Registration Rights Agreement by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors, dated as of December 1, 2006 (the “Registration Rights Agreement”), in each case, solely with respect to Executive’s Class A Interests (as defined in the Partnership Agreement) and vested Class B Interests (as defined in the Partnership Agreement) (“Continuing Equity Related Rights”), Executive will have no rights under the Employment Agreement, the Investors Agreement, the Registration Rights Agreement, the Freescale Holdings L.P. 2006 Interest Plan (the “Interest Plan”); the Freescale Holdings L.P. Award Agreement by and between Freescale Holdings L.P., a Cayman Islands limited partnership and Executive, dated December 1, 2006 (the “Award Agreement”), the Company’s Senior Officer Change in Control Severance Plan (the “CIC Severance Plan”) or any other agreement, contract, plan, practice, policy or program of the Company. The Company shall repurchase from Executive 5,000 Class A limited partnership interests of Freescale Holdings L.P., on such terms and conditions as shall be set forth in a definitive stock repurchase agreement which shall be executed no later than 15 business days after the date hereof.

Resignation of Employment. Executive's employment with Company terminated with his voluntary resignation, without Good Reason, effective as of November 18, 2002 (a) Upon execution the "Termination Date"). Company and the Executive agree that, contemporaneously with the signing of this Agreement, Executive agrees to resign from employment with shall execute the Companyletter of resignation attached hereto as Exhibit A, effective as and both parties agree that the Employee's resignation is not the result of May 1, 2008 (the “Date of Separation”), at which time Executive’s employment a disagreement with the Company shall ceaserelating to the Company's operations, policies or practices. The Executive acknowledges and agrees that Company shall continue to pay Executive at his current rate of base salary and continue has met all of its obligations under any and all agreements governing his benefits and perquisites through the Date of Separation, in accordance with the Company’s current payroll and executive employment practices. Upon a date designated by the Board (the “Date of Resignation”), which date may be prior to the Date of Separation, Executive shall resign from his position as Chief Executive Officer of the Company and as a member of the Board and the Parent Board, and from his service as a director or employee of any affiliate or subsidiary of the Company or Parent, to the extent, if any, he was employed or served in any such capacity. Between the period beginning on the Date of Resignation and ending on the Date of Separation, Executive shall serve as an interim advisor to the Board regarding transition issues. Upon request of the Company, Executive agrees to execute such documents and take such action as may be necessary or desirable to effectuate the foregoing; however, should Executive not execute such documents, he shall nevertheless be deemed to have resigned from all such positions and capacities on the date requested by the Company. (b) On or about the Date of Separation, Executive shall return to the Company all Company property in his possession or use, including, without limitationlimitation obligations under that certain Employment Agreement between Executive and Tropical Sportswear Int'l Corporation dated April 15, 2002 (the "Employment Agreement"). Executive acknowledges and admits that, upon payment in full of the consideration described herein, he will have been paid all fax machineswages, printerssalary, cell phonesbonus, credit cards, building-access cards and keys accrued benefits and other electronic equipmentamounts due to him through the date of execution of this Agreement. The parties agree that, except that Executive may keep his laptop computer, provided that for the Company shall disconnect and discontinue such computer’s connection with the Company’s computer network system, and provided further that at the Company’s request, Executive shall return to the Company any software or other data from such computer, however stored, relating to “Confidential Information” as defined in Section 10(a) of the Employment Agreement. (c) Executive and the Company acknowledge and agree that on February 8, 2008, they jointly announced that Executive has elected to leave the Company to pursue other interests by issuing a press release and that all future statements or communications by the parties shall be consistent with that press release. (d) Other than as set forth in this Agreement, upon the Date of Separation, Executive shall not receive any base salary, annual bonus, long term incentive award, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to time, applying to senior officers or other employees of the Company, or any severance payment or benefit to be received under any severance benefit plans, practices, policies or programs, or any vacation or expense reimbursement; however, Executive shall receive all benefits and conversion rights, at the applicable time, earned, due or applicable under the terms of Company benefit or retirement plans. Without limiting the generality of the foregoing, except as consideration specifically set forth in Section 2 of this Agreement and except as set forth in the (i) Investors Agreement by and among Freescale Holdings L.P., Freescale Holdings (Bermuda) I, Ltd., Freescale Holdings (Bermuda) II, Ltd., Freescale Holdings (Bermuda) III, Ltd., Freescale Acquisition Holdings Corp., Freescale Holdings (Bermuda) IV, Ltd., Freescale Acquisition Corporation and Certain Freescale Holdings L.P. Investors and certain stockholders of Freescale Holdings (Bermuda) I, Ltd. dated as of December 1, 2006 (the “Investors Agreement”), (ii) the Agreement of Exempted Limited Partnership of Freescale Holdings L.P., a Cayman Islands exempted limited partnership, date December 1, 2006, as amended from time to time (the “Partnership Agreement”) and (iii) the Registration Rights Agreement by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors, dated as of December 1, 2006 (the “Registration Rights Agreement”), in each case, solely with respect to Executive’s Class A Interests (as defined in the Partnership Agreement) and vested Class B Interests (as defined in the Partnership Agreement) (“Continuing Equity Related Rights”), Executive will have no rights under the Employment Agreement, the Investors AgreementCompany owes no additional amounts to Executive for wages, the Registration Rights Agreementsalary, the Freescale Holdings L.P. 2006 Interest Plan (the “Interest Plan”); the Freescale Holdings L.P. Award Agreement by and between Freescale Holdings L.P.back pay, a Cayman Islands limited partnership and Executiveseverance pay, dated December 1bonuses, 2006 (the “Award Agreement”)deferred compensation, the Company’s Senior Officer Change in Control Severance Plan (the “CIC Severance Plan”) accrued vacation, benefits, insurance, sick leave, other leave, or any other agreementreason. Executive further acknowledges and agrees that he has received proper notice of his option to continue his medical and dental insurance pursuant to COBRA coverage continuation rules, contract, plan, practice, policy or program of his obligation to make timely monthly payments of his portion of the Companypremiums to continue such coverage and of his opportunity and the proper procedures to convert his group life insurance to a personal policy. The This Agreement is intended to and does settle and resolve all claims of whatever nature that Executive might have against Company shall repurchase from Executive 5,000 Class A limited partnership interests for any reason whatsoever as of Freescale Holdings L.P., on such terms and conditions as shall be set forth in a definitive stock repurchase agreement which shall be executed no later than 15 business days after the date hereofof execution of this Agreement. Finally, nothing in this Agreement constitutes an admission or acknowledgement by either Executive or Company as to any fact or element of any dispute between them.

Resignation of Employment. (a) Upon execution of this Agreement, Executive agrees to resign from employment with the Company, effective as of May 1December 19, 2008 (the “Date of Separation”), at which time Executive’s employment with the Company shall will cease. The Company shall will continue to pay Executive at his current rate of base salary and continue all of his benefits and perquisites through the Date of Separation, in accordance with the Company’s current payroll and executive employment practices. Upon a date designated by the Board (the “Date of Resignation”), which date may be On or prior to the Date of Separation, Executive shall will resign from his position as Chief Executive Officer of the Company and as a member of the Board and the Parent Board, and from his service as a director or employee of any affiliate or subsidiary of the Company or ParentCompany, to the extent, if any, he was employed or served in any such capacity. Between the period beginning on the Date of Resignation and ending on the Date of Separation, Executive shall serve as an interim advisor to the Board regarding transition issues. Upon request of the Company, Executive agrees to execute such documents and take such action as may be necessary or desirable to effectuate the foregoing; however, should Executive not execute such documents, he shall will nevertheless be deemed to have resigned from all such positions and capacities on the date requested by the Companyas of his Date of Separation. (b) On or about within three working days after the Date of Separation, Executive shall will return to the Company all Company property in his possession or use, including, without limitation, all fax machinescomputers, printers, cell phones, credit cards, building-access cards and keys and other electronic equipment, except that . Executive may keep will be allowed to transfer his laptop computer, provided that the Company shall disconnect and discontinue such computer’s connection with the Company’s computer network system, and provided further that at the Company’s request, Executive shall return cell phone SIM card to the Company any software or other data from such computer, however stored, relating a personal account in order to “Confidential Information” as defined in Section 10(a) of the Employment Agreementretain his telephone number. (c) Executive and the Company acknowledge and agree that on February 8, 2008, they jointly announced that Executive has elected to leave the Company to pursue other interests by issuing a press release and that all future statements or communications by the parties shall be consistent with that press release. (d) Other than as set forth in this Agreement, upon the Date of Separation, Executive shall will not receive any base salary, annual bonus, long term incentive award, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to time, applying to senior officers or other employees of the Company, or any severance payment or benefit to be received under any severance benefit plans, practices, policies or programs, or any vacation or expense reimbursementreimbursement (except for those expenses incurred on or before the Date of Separation); however, Executive shall will receive all benefits and conversion rights, at the applicable time, earned, due or applicable under the terms of Company benefit or retirement plans. Notwithstanding the foregoing, Executive shall receive an annual bonus for 2008, if any, which shall be paid when paid to other senior vice presidents generally but Executive understands that bonus performance metrics for 2008 may not be met in which case Executive will not be paid a bonus (except to the extent that a substitute or partial bonus is provided to other senior vice presidents, who are not subject to a written contractual agreement with the Company providing entitlement to a bonus payment). (d) Without limiting the generality of the foregoingparagraph (d), except as specifically set forth in this Agreement and except as set forth in the (i) Investors Agreement by and among Freescale Holdings L.P., Freescale Holdings (Bermuda) I, Ltd., Freescale Holdings (Bermuda) II, Ltd., Freescale Holdings (Bermuda) III, Ltd., Freescale Acquisition Holdings Corp., Freescale Holdings (Bermuda) IV, Ltd., Freescale Acquisition Corporation and Certain Freescale Holdings L.P. Investors and certain stockholders of Freescale Holdings (Bermuda) I, Ltd. dated as of December 1, 2006 (the “Investors Agreement”), (ii) the Agreement of Exempted Limited Partnership of Freescale Holdings L.P., a Cayman Islands exempted limited partnership, date dated December 1, 2006, as amended from time to time (the “Partnership Agreement”) and (iii) the Registration Rights Agreement by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors, dated as of December 1, 2006 (the “Registration Rights Agreement”), in each case, solely with respect to Executive’s Class A Interests (as defined in the Partnership Agreement) and vested Class B Interests (as defined in the Partnership Agreement) (“Continuing Equity Related Rights”), and except as the Continuing Equity Related Rights are modified by the terms of this Agreement, Executive will have no rights under the Employment Agreement, the Investors Agreement, the Registration Rights Agreement, the Freescale Holdings L.P. 2006 Interest Plan (the “Interest Plan”); the Freescale Holdings L.P. Award Agreement by and between Freescale Holdings L.P., a Cayman Islands limited partnership and Executive, dated December 1, 2006 (the “Award Agreement”), the Company’s Senior Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Severance Plan”) or any other agreement, contract, plan, practice, policy or program of the Company. The Company shall repurchase from Executive 5,000 Class A limited partnership interests of Freescale Holdings L.P., on such terms and conditions as shall be set forth in a definitive stock repurchase agreement which shall be executed no later than 15 business days after the date hereof.

Resignation of Employment. (a) Upon execution of this Agreement, Executive agrees to and hereby does resign from employment with the Company, effective as of May 1December 31, 2008 2015 (the “Date of SeparationRetirement Date”), at which time Executive’s employment with the Company shall cease. The Company shall continue to pay Executive at his current rate of base salary and continue all of his benefits and perquisites through the Date of Separation, in accordance with the Company’s current payroll and executive employment practices. Upon a date designated by the Board (the “Date of Resignation”), which date may be prior to the Date of Separation, Executive shall resign from his position as President and Chief Executive Officer of the Company, as an employee of any affiliate or subsidiary of the Company and as a member of the Board and the Parent Board, and from his service as a director or employee of any affiliate or subsidiary Directors of the Company or Parent(the “Board”) and the board of directors of any subsidiaries of the Company on which he might serve, to in each case, effective as of the extent, if any, he was employed or served in any such capacityRetirement Date. Between Following the period beginning on the Date of Resignation and ending on the Date of SeparationRetirement Date, Executive shall serve as an interim advisor provide consulting services to the Board regarding transition issuesCompany pursuant to Section 3 below. Upon request of the Company, Executive agrees to execute such documents and take such action as may be necessary or desirable to effectuate the foregoing; however, should Executive not execute such documents, he shall nevertheless be deemed to have resigned on the Retirement Date from all such employment positions and capacities on the date requested by his position as a director of the Company. (b) On or about From the Date of Separationdate hereof through the Retirement Date, Executive shall return continue in the employ of the Company pursuant to the Company all Company property in his possession or use, including, without limitation, all fax machines, printers, cell phones, credit cards, building-access cards and keys and other electronic equipment, except that Executive may keep his laptop computerterms of the Employment Agreement, provided that during such period (i) Executive shall perform such services as may be reasonably requested by the Chairman of the Board, including without limitation those intended to ensure a smooth transition of responsibility to the individual succeeding Executive as Chief Executive Officer of the Company shall disconnect (the “Successor CEO”) and discontinue such computer’s connection with support to the Company’s computer network systemSuccessor CEO and other senior Company management (which Executive acknowledges may require travel to Columbus, Ohio, New York City and Canada among other places), and provided further that at (ii) Executive will not terminate or purport to terminate his employment for “Good Reason” within the Company’s request, Executive shall return to the Company any software or other data from such computer, however stored, relating to “Confidential Information” as defined in Section 10(a) meaning of the Employment Agreement. (c) Executive and the Company acknowledge and agree that on February 8, 2008, they jointly announced that Executive has elected to leave the Company to pursue other interests by issuing a press release and that all future statements or communications by the parties shall be consistent with that press release. (d) Other than as set forth in this Agreement, upon following the Date of SeparationRetirement Date, Executive shall not receive any base salary, annual bonus, long term incentive award, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to time, applying to senior officers or other employees of the Company, or any severance payment or benefit to be received under the Employment Agreement or any severance benefit plans, practices, policies or programs, or any vacation paid time off or expense reimbursementreimbursement (other than any federal COBRA or similar state rights, which Executive may have, at his sole expense subject to Section 2(a) below); however, subject to the provisions of this Agreement, Executive shall receive all benefits and conversion rights, at the applicable time, earned, due or applicable under the terms of Company benefit or retirement plans. Without limiting , including payment of all earned but unpaid base salary through the generality Retirement Date and payment of the foregoing, except as specifically set forth in this Agreement any accrued and except as set forth in the (i) Investors Agreement by and among Freescale Holdings L.P., Freescale Holdings (Bermuda) I, Ltd., Freescale Holdings (Bermuda) II, Ltd., Freescale Holdings (Bermuda) III, Ltd., Freescale Acquisition Holdings Corp., Freescale Holdings (Bermuda) IV, Ltd., Freescale Acquisition Corporation and Certain Freescale Holdings L.P. Investors and certain stockholders of Freescale Holdings (Bermuda) I, Ltd. dated as of December 1, 2006 (the “Investors Agreement”), (ii) the Agreement of Exempted Limited Partnership of Freescale Holdings L.P., a Cayman Islands exempted limited partnership, date December 1, 2006, as amended from unused paid time to time (the “Partnership Agreement”) and (iii) the Registration Rights Agreement by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors, dated as of December 1, 2006 (the “Registration Rights Agreement”), in each case, solely with respect to Executive’s Class A Interests (as defined in the Partnership Agreement) and vested Class B Interests (as defined in the Partnership Agreement) (“Continuing Equity Related Rights”), Executive will have no rights under the Employment Agreement, the Investors Agreement, the Registration Rights Agreement, the Freescale Holdings L.P. 2006 Interest Plan (the “Interest Plan”); the Freescale Holdings L.P. Award Agreement by and between Freescale Holdings L.P., a Cayman Islands limited partnership and Executive, dated December 1, 2006 (the “Award Agreement”), the Company’s Senior Officer Change in Control Severance Plan (the “CIC Severance Plan”) or any other agreement, contract, plan, practice, policy or program of the Company. The Company shall repurchase from Executive 5,000 Class A limited partnership interests of Freescale Holdings L.P., on such terms and conditions as shall be set forth in a definitive stock repurchase agreement which shall be executed no later than 15 business days after the date hereofoff.

Resignation of Employment. (a) Upon execution of this Agreement, Executive agrees to resign from employment with the Company, effective as of May 1June 5, 2008 2012 (the “Date of SeparationSeparation Date”), at which time Executive’s employment with the Company shall cease. The Company shall continue to pay Executive at his current rate of base salary and continue all of his benefits and perquisites through the Date of SeparationSeparation Date, in accordance with the Company’s current payroll and executive employment practices. Upon a date designated by the Board (the “Date of Resignation”), which date may be prior to the Date of Separation, Executive shall resign from his position as Chief Executive Officer of the Company and as a member of the Board and the Parent Board, and from his service as a director or an employee of any affiliate or subsidiary of the Company or ParentCompany, in each case, effective as of the Separation Date. Executive shall continue to serve as a member of the Board subject to Executive’s nomination and re-election at the Company’s next annual meeting of shareholders and shall continue to provide consulting services to the extent, if any, he was employed or served in any such capacity. Between the period beginning on the Date of Resignation and ending on the Date of Separation, Executive shall serve as an interim advisor Company pursuant to the Board regarding transition issuesSection 4 below. Upon request of the Company, Executive agrees to execute such documents and take such action as may be necessary or desirable to effectuate the foregoing; however, should Executive not execute such documents, he shall nevertheless be deemed to have resigned from all such employment positions and capacities on the date requested by the Company. (b) On or about the Date of SeparationSeparation Date, Executive shall return to the Company all Company property and all documents or material belonging to the Company and in his possession or use, including, without limitation, all fax machines, printers, cell phones, credit cards, building-access cards and keys and other electronic equipment, except that Executive may keep his laptop computercomputer and building-access cards, provided that the Company shall may, at its discretion, disconnect and discontinue such computer’s connection with the Company’s computer network system, and provided further that at the Company’s request, Executive shall return to the Company any software or other data from such computer, however stored, relating to “Confidential Information” as defined in Section 10(a) of the Employment Agreement. Executive may keep his Company credit card through July 1, 2012, provided that Executive shall be responsible for all charges incurred on such credit card from and after the Separation Date. (c) Executive and the Company acknowledge and agree that on February 8, 2008, they jointly announced that Executive has elected to leave the Company to pursue other interests by issuing a press release and that all future statements or communications by the parties shall be consistent with that press release. (d) Other than as set forth in this Agreement, upon the Date of SeparationSeparation Date, Executive shall not receive any base salary, annual bonus, long term incentive award, welfare, retirement, perquisite, fringe benefit, or other benefit plan coverage or coverage under any other practice, policy or program as may be in effect from time to time, applying to senior officers or other employees of the Company, or any severance payment or benefit to be received under any severance benefit plans, practices, policies or programs, or any vacation or expense reimbursement; however, Executive shall receive all benefits and conversion rights, at the applicable time, earned, due or applicable under the terms of Company benefit or retirement plans. Without limiting the generality of the foregoing, except as specifically set forth in this Agreement and except as set forth in the (i) Investors Agreement by and among Freescale Holdings L.P., Freescale Holdings (Bermuda) I, Ltd., Freescale Holdings (Bermuda) II, Ltd., Freescale Holdings (Bermuda) III, Ltd., Freescale Acquisition Holdings Corp., Freescale Holdings (Bermuda) IV, Ltd., Freescale Acquisition Corporation and Certain Freescale Holdings L.P. Investors and certain stockholders of Freescale Holdings (Bermuda) I, Ltd. dated as of December 1, 2006 (the “Investors Agreement”), (ii) the Agreement of Exempted Limited Partnership of Freescale Holdings L.P., a Cayman Islands exempted limited partnership, date December 1, 2006, as amended from time to time (the “Partnership Agreement”) and (iii) the Registration Rights Agreement by and among Freescale Holdings L.P. and Certain Freescale Holdings L.P. Investors, dated as of December 1, 2006 (the “Registration Rights Agreement”), in each case, solely with respect to Executive’s Class A Interests (as defined in the Partnership Agreement) and vested Class B Interests (as defined in the Partnership Agreement) (“Continuing Equity Related Rights”), Executive will have no rights under the Employment Agreement, the Investors Agreement, the Registration Rights Agreement, the Freescale Holdings L.P. 2006 Interest Plan (the “Interest Plan”); the Freescale Holdings L.P. Award Agreement by and between Freescale Holdings L.P., a Cayman Islands limited partnership and Executive, dated December 1, 2006 (the “Award Agreement”), the Company’s Senior Officer Change in Control Severance Plan (the “CIC Severance Plan”) or any other agreement, contract, plan, practice, policy or program of the Company. The Company shall repurchase from Executive 5,000 Class A limited partnership interests of Freescale Holdings L.P., on such terms and conditions as shall be set forth in a definitive stock repurchase agreement which shall be executed no later than 15 business days after the date hereof.