EXHIBIT 10.41
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is entered into between VLSI
Technology, Inc. (the "Company"), with offices at 0000 XxXxx Xxxxx, Xxx Xxxx,
XX 00000 and Xxxxxxx XxXxxxxx ("Employee"), with an address at 00 Xxxxxx
Xxxx, Xxxxx, XX 00000.
The parties agrees as follows:
1. CONSIDERATION
A. Employee's employment with the Company is ended effective October 21, 1998.
B. The Company will pay Employee, subject to customary and applicable
withholding, the following:
(i) Nine months' salary, amounting to $225,010.53.
(ii) The sum of $89,014.00 as a prorata payment for any bonus due
Employee, to be paid into Employee's existing deferred compensation
account.
C. The Company will pay the premiums for a period of nine months from October
21, 1998 for Employee's health and benefits under the Consolidated Omnibus
Budget Reconciliation Act of 1985, as amended ("COBRA"), to the extent
Employee is eligible for such COBRA benefits.
(i) Employee understands that Employee must sign the appropriate request
for COBRA benefits.
(ii) If Employee wants such benefits to be continued further and remains
eligible for such benefits, Employee must thereafter pay the relevant
premiums.
D. Employee understands and agrees that his entitlement to all salary and
perquisites provided to him by the Company and Employee's participation in
the Company's employee benefit plans and arrangements will be terminated as
of Employee's termination date, except as otherwise specifically provided
in any employee benefit plan covering employees generally and under COBRA.
E. The compensation and benefits set forth above are in lieu of any other
remuneration or benefit from the Company, and fully discharge the Company's
obligations to Employee.
2. CONFIDENTIALITY OF THE COMPANY'S PROPRIETARY INFORMATION
Employee is reminded of his continuing obligations to the Company with respect
to the confidential and/or proprietary information regarding the Company and its
business that he
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received as an employee. Such information includes his knowledge of Company
customers and current and future product lines, as well as his knowledge of
the strengths and weaknesses of Company personnel. This information is
highly confidential and is proprietary to the Company. The Company considers
any disclosure or use of this or any other such Company proprietary
information to be a violation of his employment relationship with the
Company, the written confidentiality agreement he entered into with the
Company, as well as a violation of the laws relating to the protection of
confidential and proprietary information.
3. RELEASE
A. Employee, on behalf of himself, and any other person or entity which could
make any claims through him forever releases and fully discharges the
Company, and each of its subsidiaries and affiliates, together with each of
their respective officers, directors, employees, agents, representatives,
heirs, successors, assigns, insurers, subsidiaries, partners, and any other
person or entity that could be made liable through any of them from any and
all claims, demands, rights, and causes of action that could be asserted,
whether known or unknown, which Employee has, or may in the future have,
arising from or related to Employee's relationship with the Company or any
of its subsidiaries and affiliates, or the termination thereof, or any
relationship with any of them, including, but not limited to, claims
arising out of or related in any manner to any breach of contract, express
or implied, any covenant of good faith and fair dealing, express or
implied, any tort, or any violation of any federal, state, or local
statute, order, rule or regulation.
B. The Company, on behalf of itself, and any other person or entity that could
make any claims through it, forever releases and fully discharges Employee
and any other person or entity that could be made liable through him from
any and all claims, demands, rights, actions and causes of action that
could be asserted, whether known or unknown, which the Company had, now
has, or may in the future have, arising from or related to Employee's
relationship with Company or any of its affiliates, or the termination
thereof, or any other relationship with any of them, including, but not
limited to, claims arising out of or related in any manner to any breach of
contract, express or implied, any covenant of good faith and fair dealing,
express or implied, any tort, or any violation of any federal, state, or
local statute, order, rule or regulation.
C. Employee expressly acknowledges that he may have presently unknown or
unsuspected claims against the Company, and has been provided the
consideration detailed above in exchange for and full satisfaction and
discharge of any such claims. The parties specifically waive all rights
that they may have under California Civil Code section 1542, which provides
that:
"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 is known by him must have materially affected his settlement with the
debtor."
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D. The parties specifically waive any rights they may have under any similar
Federal or State statute or law.
E. This release does not supersede any rights Employee may have for
indemnification as an officer of the Company.
4. CONFIDENTIALITY OF AGREEMENT
Neither the Company nor Employee shall disclose the terms of this Agreement
to any other person or entity, except that any part may disclose such matters
on a limited need to know basis to their respective attorneys, accountants,
or financial advisors, and only as necessary for the proper accounting and/or
tax treatment for the consideration herein. Notwithstanding the foregoing,
Employee may disclose the terms and conditions of this Agreement with his
spouse with the understanding and caution that such information is not shared
beyond this individual. Employee and the Company each specifically
acknowledges that the confidentiality of this Agreement and its terms is a
material part of this Agreement for which consideration has been provided.
5. NO DISPARAGEMENT
Both parties agree not to disparage the other to any and all third parties.
6. NO SOLICITATION OF EMPLOYEES
Employee agrees that for a period of one year after his employment has
terminated, he will not, solicit any of the Company's employees, directly or
indirectly, for a competing business or otherwise induce or attempt to induce
such employees to terminate their employment with the Company.
7. AUTHORITY
The Company represents and warrants that the undersigned has the authority to
act on its behalf and to bind it any and all that may claim through it to
this Agreement. Employee represents and warrants that he has the capacity to
act on his own behalf and on behalf of all whom might claim through him to
bind him to this Agreement.
8. GENERAL
A. The validity, performance and construction of this Agreement shall be
governed by the laws of the State of California. If any action is brought
by any party to enforce any provisions of this Agreement, the prevailing
party shall be entitled to an award of reasonable attorney's fees.
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B. If a court, which has jurisdiction, finds that any provision of this
Agreement is invalid, unenforceable, or void, the remainder of this
Agreement shall remain in full force.
C. Employee specifically acknowledges that he has been given at least 21 days
to consider this Agreement, if desired by him, prior to signing this
Agreement. Employee further acknowledges that he has seven days after
signing this Agreement in which to rescind and that this Agreement does not
become effective until the 8th day after signing by him.
D. Employee and the Company each acknowledges that each has read this
Agreement and understands and agrees to all the terms and conditions of
this Agreement and of the releases it contains, and is fully aware of the
legal and binding effect of this Agreement.
E. This Agreement contains the entire agreement between Employee and the
Company pertaining to Employee's relationship with the Company. This
Agreement supersedes all prior or concurrent agreements and understandings,
whether written or oral.
F. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the
same instrument.
Date: October 21, 1998 EMPLOYEE
/s/ Xxxxxxx XxXxxxxx
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Xxxxxxx XxXxxxxx
Date: October 21, 1998 VLSI TECHNOLOGY, INC.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Vice President, General Counsel & Secretary
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