EXHIBIT 10.2
IRIS INTERNATIONAL, INC
KEY EMPLOYEE AGREEMENT
FOR
XXXXXX XXXXX
XXXX INTERNATIONAL, INC., a Delaware corporation (the "COMPANY"), agrees with
you as follows:
1. POSITION AND RESPONSIBILITIES.
1.1 The Company will continue to employ you and you shall
serve in an executive capacity as CORPORATE VICE PRESIDENT AND
PRESIDENT OF STATSPIN INC. (DBA IRIS SAMPLE PROCESSING), and perform
the duties customarily associated with such capacity from time to time
as the Company shall reasonably designate or as shall be reasonably
appropriate and necessary in connection with such employment.
1.2 Subject to SECTION 4 below, you will, to the best of your
ability, devote your full time and best efforts to the performance of
your duties hereunder and the business and affairs of the Company. You
will report to the Company's Chief Executive Officer ("CEO").
1.3 You will duly, punctually and faithfully perform and
observe any and all rules and regulations which the Company may now or
shall hereafter establish governing the conduct of its business, except
to the extent that such rules and regulations may be inconsistent with
your executive position.
2. TERM OF EMPLOYMENT; TERMINATION.
2.1 Unless otherwise mutually agreed in writing, this
Agreement and your employment by the Company pursuant to this Agreement
shall be terminated on the earliest of:
(a) your death, or any illness, disability or other
incapacity that renders you physically unable regularly to
perform your duties hereunder for a period in excess of one
hundred twenty (120) consecutive days or more than one hundred
eighty (180) days in any consecutive twelve (12) month period;
(b) thirty (30) days after you, for any reason, give
written notice to the Company of your resignation; or
(c) immediately if the Company, with or without
cause, gives written notice to you of your termination.
2.2 The determination regarding whether you are physically
unable regularly to perform your duties (as described in SECTION
2.1(A)) shall be made by the Board of Directors.
2.3 Any notice required pursuant to this SECTION 2 shall be
given in accordance with the provisions of SECTION 9 hereof. The
exercise of either party's right to terminate this Agreement pursuant
to SECTIONS 2.1(B) or (C) is not exclusive and shall not effect either
party's right to seek remedies for the other party's breach, if any,
giving rise to such termination.
2.4 You may be terminated with or without cause. If you are
terminated without cause, you will be entitled to certain severance
benefits as described in this Agreement. You shall be deemed terminated
"FOR CAUSE" if, in the reasonable determination of the Company, you (a)
commit an act that is fraudulent, dishonest or a material breach of the
Company's policies, including wrongful disclosure of any trade secrets
or other confidential information of the Company, or material breach of
SECTION 4 of this Agreement or any material provision of the Employee
Confidentiality Agreement (as defined in SECTION 5), (b) are convicted
of a felony under federal, state, or local law applicable to the
Company or (c) intentionally refuse, without proper cause, to
substantially perform duties after a demand for such performance has
been delivered in writing by the Company's Chief Executive Officer or
the Board of Directors, which notice shall specify the alleged instance
of breach, and shall provide you with reasonable time in which to
remedy such breach.
3. COMPENSATION; BENEFITS; AND INVESTMENT RIGHTS.
3.1 The Company shall pay to you for the services to be
rendered hereunder a base salary at an annual rate of $225,000.00
subject to increases in accordance with the policies of the Company, as
determined by its Board of Directors, in force from time to time,
payable in installments in accordance with Company policy. You shall
also be entitled to all rights and benefits for which you shall be
eligible under bonus, pension, group insurance, long-term disability,
life insurance, profit-sharing and other Company benefits which may be
in force from time to time and provided specifically to you or for the
Company's executive officers generally.
3.2 During your employment with the Company, you will be
eligible for option and/or equity awards, commensurate with other
senior executive officers, based on your performance as determined by
the CEO and the Compensation Committee of the Board of Directors.
3.3 You shall be eligible to participate in the Company's ESPP
Program as in effect from time to time. The ESPP Program currently
provides that employees may purchase common stock of the Company at a
15% discount from the market price in an aggregate amount up to 15% of
your total cash compensation.
3.4 You shall also be eligible for an annual bonus to be
determined by the CEO and Compensation Committee of the Board of
Directors in accordance with the Company's bonus program for executive
officers. The bonus program provides for cash and stock-based
compensation, with the stock-based compensation comprised of incentive
stock options and restricted stock awards.
3.5 You shall be entitled to four (4) weeks of paid vacation
per year to be taken at such time as will not interfere with the
performance of your duties. You will also be entitled to illness days
during the term of this Agreement consistent with the Company's
standard practice for its employees generally as in effect from time to
time.
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3.6 In the event that (i) you are terminated without cause at
any time, pursuant to SECTION 2.1(C) hereof and (ii) you deliver to the
Company a signed settlement agreement and general release in the form
attached hereto as EXHIBIT A (the "RELEASE") and satisfy all conditions
to make the Release effective, the Company shall pay you the following:
(a) an amount that does not exceed two times the maximum amount that
may be taken into account under a qualified plan pursuant to section
401(a)(17) of the Internal Revenue Code (the "CODE") for the year in
which such termination occurs; and (b) an amount that is the difference
between twelve (12) months of base salary (based on the monthly rate of
base salary in effect immediately prior to such termination) and the
amount determined under subsection (a), above; PROVIDED, HOWEVER, that
in no event shall the sum of the amounts computed under subsections (a)
and (b), above, exceed twelve (12) months of base salary (based on the
monthly rate of base salary in effect immediately prior to such
termination). At the choice of the Company, payment of the amount
computed under subsection (a) may be made in the form of a lump sum
payment within ten (10) days of the termination or through regular
payroll payments in equal amounts for a period that begins in the month
of termination and ends no later than twelve (12) months after the
month of termination, and payment of the amount computed under
subsection (b) may be made in the form of a lump sum payment within ten
(10) days of the termination or through regular payroll payments in
equal amounts for a period that begins in the month of termination and
ends no later than the 15th day of the third month of the calendar year
following the year in which you are terminated. The parties intend that
the compensation payable pursuant to subsection (b) above shall be
treated as a short-term deferral as that term is used in section 409A
of the Code and the regulations promulgated thereunder (collectively,
"SECTION 409A"). The parties intend that each of the payments payable
pursuant to (a) above shall be treated as a separate payment for
purposes of section 409A and excluded from the definition of "deferred
compensation" pursuant to the regulations promulgated thereunder
regarding separation pay payable upon an involuntary separation from
service. Termination without cause shall include "constructive
termination" in the event of (i) a material diminution of your
authority, duties or responsibilities as described in SECTION 1 above,
(ii) a material breach of this Agreement by the Company, or (iii) the
termination by you of your employment with the Company at any time
within 30 days following the relocation of your primary office to a
location more than 60 miles from your current office in Westwood,
Massachusetts; provided that before any constructive termination
occurs, you first give the Company notice of the event or other
circumstances giving rise to such constructive termination within 90
days of the occurrence thereof and afford the Company the right to cure
the event or other circumstances giving rise to such constructive
termination for a period of 30 days following the Company's receipt of
such notice.
4. OTHER ACTIVITIES DURING EMPLOYMENT.
4.1 Except with the prior written consent of the Company's
Board of Directors, you will not during the term of this Agreement
undertake or engage in any other employment, occupation or business
enterprise, other than ones in which you are a passive investor in
non-competitive businesses. You may engage in civic and not-for-profit
activities so long as such activities do not materially interfere with
the performance of your duties hereunder.
4.2 Except as permitted by SECTION 4.3, you will not acquire,
assume or participate in, directly or indirectly, any position,
investment or interest, known by you to be adverse or antagonistic to,
or competitive with, the Company, its businesses or prospects,
financial or otherwise.
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4.3 During the term of your employment by the Company (except
on behalf of the Company), you will not directly or indirectly, whether
as an officer, director, stockholder, partner, proprietor, associate,
representative, consultant, or in any capacity whatsoever engage in,
become financially interested in, be employed by or have any business
connection with any other person, corporation, firm, partnership or
other entity whatsoever which were known by you to directly or
indirectly compete with the Company, throughout the world, in any line
of business engaged in (or planned to be engaged in) by the Company;
PROVIDED, HOWEVER, that anything above to the contrary notwithstanding,
you may own, as a passive investor, securities of any competitor
corporation, so long as your direct holdings in any one such
corporation shall not in the aggregate constitute more than 1% of the
publicly-traded voting stock of such corporation.
5. PROPRIETARY INFORMATION AND INVENTIONS. If not already a party
thereto, you agree to sign and be bound by the provisions of the Company's
standard Employee Confidentiality and Inventions Agreement (the "EMPLOYEE
CONFIDENTIALITY AGREEMENT").
6. REMEDIES. Your duties under the Employee Confidentiality Agreement
shall survive termination of your employment with the Company. You acknowledge
that a remedy at law for any breach or threatened breach by you of the
provisions of the Employee Confidentiality Agreement would be inadequate and you
therefore agree that the Company shall be entitled to injunctive relief in case
of any such breach or threatened breach.
7. ASSIGNMENT. Neither this Agreement nor any rights or obligations
hereunder may be assigned by the Company or by you.
8. SEVERABILITY. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal, or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively broad
as to duration, geographical scope, activity or subject, it shall be construed
by limiting and reducing it, so as to be enforceable to the extent compatible
with the applicable law as it shall then appear.
9. NOTICES. Any notice which the Company is required or may desire to
give you shall be given by personal delivery or registered or certified mail,
return receipt requested, addressed to you at the address of record with the
Company, or at such other place as you may from time to time designate in
writing. Any notice which you are required or may desire to give to the Company
hereunder shall be given by personal delivery or by registered or certified
mail, return receipt requested, addressed to the Company's Chief Executive
Officer, at the Company's principal office or at such other office as the
Company may from time to time designate in writing. The date of personal
delivery or the date of mailing any such notice shall be deemed to be the date
of delivery thereof.
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10. WAIVER. If either party should waive any breach of any provisions
of this Agreement, he or it shall not thereby be deemed to have waived any
preceding or succeeding breach of the same or any other provision of this
Agreement.
11. COMPLETE AGREEMENT; AMENDMENTS. The foregoing, together with the
Employee Confidentiality Agreement, is the entire agreement of the parties with
respect to the subject matter hereof and thereof and may not be amended,
supplemented, canceled or discharged except by written instrument executed by
both parties hereto.
12. HEADINGS. The headings of the sections hereof are inserted for
convenience only and shall not be deemed to constitute a part hereof nor to
affect the meaning thereof.
13. CHOICE OF LAW. All questions concerning the construction, validity
and interpretation of this Agreement will be governed by the laws of the State
of California, without giving effect to any choice of law principles.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Key Employee
Agreement on the day and year written below.
IRIS INTERNATIONAL, INC.
By: /s/ Xxxxx X. Xxxxxx
---------------------------
Name: Xxxxx X. Xxxxxx
Its: Chief Executive Officer
Dated: Effective November 7, 2007
ACCEPTED AND AGREED TO EFFECTIVE
THIS 7TH DAY OF NOVEMBER, 2007
/s/ Xxxxxx Xxxxx
-------------------------
Xxxxxx Xxxxx
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EXHIBIT A
[IRIS LETTERHEAD]
RELEASE
[DATE]
EMPLOYEE NAME
ADDRESS
RE: SEPARATION TERMS AND GENERAL RELEASE AGREEMENT
Dear [NAME]:
This letter confirms the terms of your separation from the employment of IRIS
International, Inc. and consideration in exchange for your waiver and general
release of claims in favor of IRIS International, Inc. and its officers,
directors, employees, agents, representatives, subsidiaries, divisions,
affiliated companies, successors, and assigns (collectively, the "COMPANY" or
"IRIS").
1. TERMINATION DATE. Your employment with the Company will end
effective _____________ (the "TERMINATION DATE"). Between now and the
Termination Date, you should assist with any transition-related activities as
directed by the employee to whom you directly report.
2. ACKNOWLEDGMENT OF PAYMENT OF WAGES. On or before execution of this
release, we delivered to you a final paycheck that includes payment for all
accrued wages, salary, accrued and unused vacation time, reimbursable expenses,
and any similar payments due and owing to you from the Company as of the
Termination Date (collectively referred to as "WAGES"). You are entitled to
these Wages regardless of whether you sign this Separation Terms and General
Release Agreement (the "AGREEMENT").
3. CONSIDERATION FOR RELEASE. In consideration of the waiver and
release of claims set forth in Paragraphs 7 and 8 below, and in exchange for
your signing this Agreement, the Company agrees to provide you with the
post-termination payments (the "SEVERANCE PAYMENTS") described in Section 3.6 of
that certain IRIS International, Inc. Key Employee Agreement for Xxxxxx Xxxxx,
dated ___________, 2007 (the "IRIS OFFER LETTER"). The Severance Payments are in
addition to any amounts owed to you by the Company. You acknowledge and agree
that you are not otherwise entitled to receive the Severance Payments. You
understand that if you do not sign the Agreement, or if you revoke the signed
Agreement as described in Paragraph 19 below (if applicable), the Company has no
obligation to provide you with the Severance Payments.
4. COBRA CONTINUATION COVERAGE. Your Company provided health coverage
will end on your Termination Date. If you are eligible for, and timely elect
COBRA continuation, you may continue health coverage pursuant to the terms and
conditions of COBRA at your own expense. Our Human Resources Department will
contact you shortly after your Termination Date. All other insured benefit
coverage (e.g., life insurance, disability insurance) will also end on your
Termination Date.
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5. RETURN OF COMPANY PROPERTY. By signing below, you represent that you
have returned all the Company property and data of any type whatsoever that was
in your possession or control.
6. CONFIDENTIAL INFORMATION. You hereby acknowledge that as a result of
your employment with the Company you have had access to the Company's
confidential information. You acknowledge your continuing obligations under the
Employee Confidentiality Agreement you have previously executed, and you agree
you will hold all such confidential information in strictest confidence and that
you may not make any use of such confidential information. You further confirm
that you have delivered to the Company all documents and data of any nature
containing or pertaining to such Confidential Information and that you have not
taken with you any such documents or data or any copies thereof.
7. GENERAL RELEASE AND WAIVER OF CLAIMS.
7.1. The payments and agreements set forth in this Agreement
fully satisfy any and all accrued salary, vacation pay, bonus and
commission pay, stock-based compensation, profit sharing, termination
benefits or other compensation to which you may be entitled by virtue
of your employment with the Company or your termination of employment.
You acknowledge that you have no claims and have not filed any claims
against the Company based on your employment with or the separation of
your employment with the Company.
7.2. To the fullest extent permitted by law, you hereby
release and forever discharge the Company, its successors, subsidiaries
and affiliates, directors, shareholders, current and former officers,
agents and employees (all of whom are collectively referred to as
"RELEASEES") from any and all existing claims, demands, causes of
action, damages and liabilities, known or unknown, that you ever had,
now have or may claim to have had arising out of or relating in any way
to your employment or separation from employment with the Company
including, without limitation, claims based on any oral, written or
implied employment agreement, claims for wages, bonuses, commissions,
stock-based compensation, expense reimbursement, and any claims that
the terms of your employment with the Company, or the circumstances of
your separation, were wrongful, in breach of any obligation of the
Company or in violation of any of your rights, contractual, statutory
or otherwise. Each of the Releasees is intended to be a third party
beneficiary of the General Release and Waiver of Claims set forth in
this Paragraph 7.
(a) RELEASE OF STATUTORY AND COMMON LAW CLAIMS. Such
rights include, but are not limited to, your rights under the
following federal and state statutes: the Employee Retirement
Income Security Act (ERISA) (regarding employee benefits); the
Occupational Safety and Health Act (safety matters); the
Family and Medical Leave Act of 1993; the Worker Adjustment
and Retraining Act ("WARN") (notification requirements for
employers who are curtailing or closing an operation) and
common law; tort; wrongful discharge; public policy; workers'
compensation retaliation; tortious interference with
contractual relations, misrepresentation, fraud, loss of
consortium; slander, libel, defamation, intentional or
negligent infliction of emotional distress; claims for wages,
bonuses, commissions, stock-based compensation or fringe
benefits; vacation pay; sick pay; insurance reimbursement,
medical expenses, and the like.
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(b) RELEASE OF DISCRIMINATION CLAIMS. You understand
that various federal, state and local laws prohibit age, sex,
race, disability, benefits, pension, health and other forms of
discrimination, harassment and retaliation, and that these
laws can be enforced through the U.S. Equal Employment
Opportunity Commission, the National Labor Relations Board,
the Department of Labor, and similar state and local agencies
and federal and state courts. You understand that if you
believe your treatment by the Company violated any laws, you
have the right to consult with these agencies and to file a
charge with them. Instead, you have decided voluntarily to
enter into this Agreement, release the claims and waive the
right to recover any amounts to which you may have been
entitled under such laws, including but not limited to, any
claims you may have based on age or under the Age
Discrimination in Employment Act of 1967 (ADEA; 29 U.S.C.
Section 621 et. seq.) (age); the Older Workers Benefit
Protection Act ("OWBPA") (age); Title VII of the Civil Rights
Act of 1964 (race, color, religion, national origin or sex);
the 1991 Civil Rights Act; the Vocational Rehabilitation Act
of 1973 (disability); The Americans with Disabilities Act of
1990 (disability); 42 U.S.C. Section 1981, 1986 and 1988
(race); the Equal Pay Act of 1963 (prohibits pay differentials
based on sex); the Immigration Reform and Control Act of 1986;
Executive Order 11246 (race, color, religion, sex or national
origin); Executive Order 11141 (age); Vietnam Era Veterans
Readjustment Assistance Act of 1974 (Vietnam era veterans and
disabled veterans); and California state statutes and local
laws of similar effect.
7.3. Releasees and you do not intend to release claims (i)
which you may not release as a matter of law (including, but not
limited to, indemnification claims under applicable law); (ii) for
unemployment, state disability and/or paid family leave insurance
benefits pursuant to the terms of applicable state law; (iii) for any
benefit entitlements that are vested as of the Termination Date
pursuant to the terms of a Company-sponsored benefit plan governed by
the federal law known as "ERISA"; and (iv) for vested stock and/or
vested option shares pursuant to the written terms and conditions of
your existing stock and stock option grants and agreements existing as
of the Termination Date. To the fullest extent permitted by law, any
dispute regarding the scope of this general release shall be determined
by an arbitrator under the procedures set forth in paragraph 12.
8. WAIVER OF UNKNOWN CLAIMS. You expressly waive any benefits of
Section 1542 of the Civil Code of the State of California (and any other laws of
similar effect), which provides:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF
EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE
MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR."
9. COVENANT NOT TO XXX.
9.1. To the fullest extent permitted by law, you agree that
you will not now or at any time in the future pursue any charge, claim,
or action of any kind, nature and character whatsoever against any of
the Releasees, or cause or knowingly permit any such charge, claim or
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action to be pursued, in any federal, state or municipal court,
administrative agency, arbitral forum, or other tribunal, arising out
of any of the matters covered by paragraphs 7 and 8 above.
9.2. You further agree that you will not pursue, join,
participate, encourage, or directly or indirectly assist in the pursuit
of any legal claims against the Releasees, whether the claims are
brought on your own behalf or on behalf of any other person or entity.
9.3. Nothing in this paragraph shall prohibit you from: (1)
providing truthful testimony in response to a subpoena or other
compulsory legal process, and/or (2) filing a charge or complaint with
a government agency such as the Equal Employment Opportunity
Commission, the National Labor Relations Board or applicable state
anti-discrimination agency.
10. NON-DISPARAGEMENT. You agree that you will not make any statement,
written or oral, or engage in any conduct that is or could reasonably be
construed to be disparaging of the Company or its products, services, agents,
representatives, directors, officers, shareholders, attorneys, employees,
vendors, affiliates, successors or assigns, or any person acting by, through,
under or in concert with any of them. Nothing in this paragraph shall prohibit
you from providing truthful testimony in response to a subpoena or other
compulsory legal process.
11. LEGAL AND EQUITABLE REMEDIES. You and the Company agree that either
party shall have the right to enforce this Agreement and any of its provisions
by injunction, specific performance or other equitable relief without prejudice
to any other rights or remedies that either party may have at law or in equity
for breach of this Agreement.
12. ARBITRATION OF DISPUTES. Except for claims for injunctive relief
arising out of a breach of the Employee Confidentiality Agreement, you and the
Company agree to submit to mandatory binding arbitration any future disputes
between you and the Company, including any claim arising out of or relating to
this Agreement. By signing below, you and the Company waive any rights you and
the Company may have to trial by jury of any such claims. You agree that the
American Arbitration Association will administer any such arbitration(s) under
its National Rules for the Resolution of Employment Disputes, with
administrative and arbitrator's fees to be borne by the Company. The arbitrator
shall issue a written arbitration decision stating his or her essential findings
and conclusions upon which the award is based. A party's right to review of the
decision is limited to the grounds provided under applicable law. The parties
agree that the arbitration award shall be enforceable in any court having
jurisdiction to enforce this Agreement. This Agreement does not extend or waive
any statutes of limitations or other provisions of law that specify the time
within which a claim must be brought. Notwithstanding the foregoing, each party
retains the right to seek preliminary injunctive relief in a court of competent
jurisdiction to preserve the status quo or prevent irreparable injury before a
matter can be heard in arbitration.
13. ATTORNEYS' FEES. If any legal action arises or is brought to
enforce the terms of this Agreement, the prevailing party shall be entitled to
recover its reasonable attorneys' fees, costs and expenses from the other party,
in addition to any other relief to which such prevailing party may be entitled,
except where the law provides otherwise. The costs and expenses that may be
recovered exclude arbitration fees pursuant to paragraph 12 above.
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14. CONFIDENTIALITY PROVISION. You agree to keep the contents, terms
and conditions of this Agreement confidential and not disclose them except to
your spouse or domestic partner, attorneys, accountant or as required by
subpoena or court order.
15. MATERIALITY OF BREACH. Any breach of the provisions contained in
paragraphs 6 through 10 and/or 14 will be deemed a material breach of this
Agreement.
16. NO ADMISSION OF LIABILITY. You agree that this Agreement is not an
admission or evidence of any wrongdoing or liability on the part of the Company,
its representatives, attorneys, agents, partners, officers, shareholders,
directors, employees, subsidiaries, affiliates, divisions, successors or
assigns. This Agreement will be afforded the maximum protection allowable under
California Evidence Code Section 1152 and/or any other state or Federal
provisions of similar effect.
17. INDEMNIFICATION. This Release shall not apply with respect to any
claims arising under your existing rights to indemnification and defense
pursuant to (a) the articles and bylaws of the Company for acts as a director
and/or officer, (b) any indemnification agreement with IRIS, or (c) your rights
of insurance under any director and officer liability policy in effect covering
the Company's directors and officers.
18. REVIEW OF AGREEMENT. You may not sign this Agreement prior to your
Termination Date. You may take up to twenty-one (21) days from the date you
receive this Agreement, or until your Termination Date, whichever date is later,
to consider this Agreement and release and, by signing below, affirm that you
were advised by this letter to consult with an attorney before signing this
Agreement and were given ample opportunity to do so. You understand that this
Agreement will not become effective until you return the original properly
signed Agreement to IRIS Human Resources, attention: Director of Human
Resources, at the Company's principal executive officers in Chatsworth,
California, and after expiration of the revocation period without revocation by
you.
[IF EMPLOYEE IS OVER 40 AT THE TIME OF TERMINATION, THE FOLLOWING
SECTION 19 APPLIES:
19. REVOCATION OF AGREEMENT. You acknowledge and understand that you
may revoke this Agreement by faxing a written notice of revocation to our Human
Resources Department, Attention Director of Human Resources at (818)
_______________ any time up to seven (7) days after you sign it. After the
revocation period has passed, however, you may no longer revoke your Agreement.
IF EMPLOYEE IS UNDER 40 AT THE TIME OF TERMINATION, THE FOLLOWING
SECTION 19 APPLIES:
19. INTENTIONALLY OMITTED.]
20. ENTIRE AGREEMENT. This Agreement together with the Employee
Confidentiality Agreement that you previously executed is the entire Agreement
between you and the Company with respect to the subject matter of this Agreement
and supersedes all prior negotiations and agreements, whether written or oral,
relating to this subject matter. You acknowledge that neither the Company, nor
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its agents or attorneys, made any promise or representation, express or implied,
written or oral, not contained in this Agreement to induce you to execute this
Agreement. You acknowledge that you have signed this Agreement knowingly,
voluntarily and without coercion, relying only on such promises, representations
and warranties as are contained in this document. You understand that you do not
waive any right or claim that may arise after the date this Agreement is
executed.
21. MODIFICATION. By signing below, you acknowledge your understanding
that this Agreement may not be altered, amended, modified, or otherwise changed
in any respect except by another written agreement that specifically refers to
this Agreement, executed by the Company's authorized representatives and you.
22. GOVERNING LAW. This Agreement is governed by, and is to be
interpreted according to, the laws of the State of California.
23. SAVINGS AND SEVERABILITY CLAUSE. Should any court, arbitrator or
government agency of competent jurisdiction declare or determine any of the
provisions of this Agreement to be illegal, invalid or unenforceable, the
remaining parts, terms or provisions shall not be affected thereby and shall
remain legal, valid and enforceable. Further, it is the intention of the parties
to this Agreement that, if a court, arbitrator or agency concludes that any
claim under paragraph 7 above may not be released as a matter of law, the
General Release in paragraph 7 and the Waiver Of Unknown Claims in paragraph 8
shall otherwise remain effective as to any and all other claims.
If this Agreement accurately sets forth the terms of your separation from the
Company and if you voluntarily agree to accept the terms of the severance
package offered please sign below no earlier than your Termination Date and
return it to the Director of Human Resources.
PLEASE REVIEW CAREFULLY. THIS AGREEMENT CONTAINS
A GENERAL RELEASE OF KNOWN AND UNKNOWN CLAIMS.
Sincerely,
[NAME]
REVIEWED, UNDERSTOOD AND AGREED:
By:
-------------------------------
[NAME]
Date:
-------------------------------
DO NOT SIGN PRIOR TO YOUR TERMINATION DATE
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