EXHIBIT 10.19
CONFIDENTIAL RESIGNATION AGREEMENT
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AND GENERAL RELEASE OF CLAIMS
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1. Xxxxxx Xxxxxx ("Employee") was employed by Brio Technology, Inc. (the
"Company") on or about August 8, 1988. Employee has now decided to resign from
his employment with the Company. It is the Company's desire to provide Employee
with certain benefits that he would not otherwise be entitled to receive upon
his resignation and to resolve any claims that Employee has or may have against
the Company. Accordingly, Employee and the Company agree as set forth below.
This Agreement will become effective on the eighth day after it is signed by
Employee ("the Effective Date"), provided that Employee has not revoked this
Agreement (by written notice to Xxxxx Xxxx at the Company) prior to that date.
2. Employee hereby resigns voluntarily from his employment with the
Company effective as of January 31, 2001 (the "Resignation Date").
3. The Company shall provide Employee with the following benefits when
this Agreement becomes effective:
(a) severance benefit equal to continuation of Employee's base pay
for a one year (12 month) period equal to Employee's base pay rate of $20,416.66
per month, less applicable withholding; such payments will be made in accordance
with the Company's normal payroll procedures; and
(b) in the event that Employee elects to obtain continued group
health insurance coverage in accordance with federal law (COBRA) following the
Resignation Date, Employee may elect to purchase continued group health
insurance coverage at his own expense in accordance with COBRA; Employee will
receive in February, via certified mail, COBRA notification material. Employee's
benefits will continue through January 31, 2001. Employee will be eligible for
COBRA on February 1, 2001; and
(c) the Company will continue to provide Employee with a voicemail
box on its voicemail system and an email account on its email system through the
earlier of April 30, 2001 or upon Employee securing another job; provided,
however Employee's use of the voicemail and email systems shall be appropriate
and in accordance with Brio stated policies, and
Employee acknowledges that he has been paid all wages and accrued, unused
vacation that Employee earned during his employment with the Company. Employee
understands and acknowledges that he shall not be entitled to any payments or
benefits from the Company other than those expressly set forth in this paragraph
3.
4. Employee and the Company on behalf of themselves, and their respective
heirs, executors, officers, directors, employees, investors, stockholders,
administrators and assigns, release each other and their respective heirs,
executors, officers, directors, employees, investors, stockholders,
administrators and assigns of and from any and all claims, actions and causes of
action, whether now known or unknown, which Employee or the Company now has, or
at any other time had, or shall or may have against the released parties based
upon or arising out of any matter, cause, fact, thing, act or omission
whatsoever occurring or existing at any time up to and including the date on
which Employee and the Company sign this Agreement, including, but not limited
to, any claims of breach of contract, wrongful termination, retaliation, fraud,
defamation, infliction of emotional distress or national origin, race, age, sex,
sexual orientation, disability or other discrimination or harassment under the
Civil Rights Act of 1964, the Age Discrimination In Employment Act of 1967, the
Americans with Disabilities Act, the Fair Employment and Housing Act or any
other applicable law. The only claims that are not covered by this section are
the following: 1) claims for benefits under the unemployment insurance or
workers' compensation laws; 2) claims concerning the validity, infringement or
enforceability of any trade secret, patent right, trademark, copyright or any
other intellectual property held or sought by the Company, or which the Company
could otherwise seek, and Employee's violation of any obligations to the Company
under the terms of the Employee Agreement Regarding Confidentiality and
Inventions entered into by the Company and Employee on January 1, 1985 (the
"Confidentiality Agreement"); and 3) any rights to indemnification provided
under the terms of the Indemnification Agreement entered into by and between the
Employee and the Company on March 24, 1998.
5. Employee and the Company acknowledge that they have read section 1542
of the Civil Code of the State of California, which states in full:
A general release does not extend to claims, which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his
settlement with the debtor.
Employee and the Company waive any rights that they have or may have under
section 1542 to the full extent that they may lawfully waive such rights
pertaining to this general release of claims, and affirm that they are releasing
all known and unknown claims that they have or may have against the parties
listed above.
6. Employee acknowledges and agrees that he shall continue to be bound by
and comply with the terms of the Confidentiality Agreement (and any other
proprietary rights or confidentiality agreement between the Company and
Employee), including but not limited to the non-solicitation convenants set
forth in section 6 of the Confidentiality Agreement, except that (a) Employee
shall not be required to return the documents and other materials furnished to
him by the Company or prepared for him by the Company until such time as his
service on the Company's Board of Directors terminates; and (b) Employee shall
be permitted to engage in certain activities otherwise prohibited by section
6(a) of the Confidentiality Agreement, if such activities are approved in
advance in writing by the Chief Executive Officer of the Company.
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7. Employee agrees that he shall not directly or indirectly disclose any
of the terms of this Agreement to anyone other than his immediate family or
counsel, except as such disclosure may be required for accounting or tax
reporting purposes or as otherwise may be required by law.
8. Employee and the Company agree that they will not, at any time in the
future, make any critical or disparaging statements about the other, the
Company's products or its employees, unless such statements are made truthfully.
9. In the event of any legal action relating to or arising out of this
Agreement, the prevailing party shall be entitled to recover from the losing
party its attorneys' fees and costs incurred in that action.
10. This Agreement constitutes the entire agreement between the parties
with respect to the subject matter hereof and supersedes all prior negotiations
and agreements, whether written or oral, with the exception of the
indemnification agreement described in paragraph 4 and the agreements described
in paragraph 6. This Agreement may not be modified or amended except by a
document signed by an authorized officer of the Company and Employee.
EMPLOYEE UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING
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THIS AGREEMENT AND THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS AGAINST THE
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PARTIES RELEASED ABOVE BY SIGNING THIS AGREEMENT. EMPLOYEE FURTHER UNDERSTANDS
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THAT HE MAY HAVE UP TO 21 DAYS TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT
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AT ANY TIME DURING THE 7 DAYS AFTER HE SIGNS IT, AND THAT IT SHALL NOT BECOME
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EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. EMPLOYEE ACKNOWLEDGES THAT HE IS
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SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE
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COMPENSATION AND BENEFITS DESCRIBED IN PARAGRAPH 3.
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Dated: June 22, 2001 /s/ Xxxxxx Xxxxxx
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Xxxxxx Xxxxxx
Dated: June 22, 2001 By: /s/ Xxxxx X. Xxxxxxx
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Title: President and CEO
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Brio Technology, Inc.
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