1
EXHIBIT 10.47
RETIREMENT AGREEMENT
In recognition of your service to Silicon Valley Group, Inc. the Company would
like to recognize your retirement with the following exiting package, which will
be executed upon your signature on this general release:
This Agreement ("Agreement") is made as of the 16th day of November, 1998, by
and between Xxxxxx Xxxxxxx ("Xxxxxxx"), his assigns, his estate and his personal
representative (collectively referred to as "Dohring"), and the Silicon Valley
Group, Inc., and its subsidiary Silicon Valley Group Lithography, Inc. (jointly
referred to as "SVG" or as the "Company"), their successors or assigns.
In consideration of the mutual promises made herein, Dohring and SVG hereby
agree as follows:
1. Retirement.
(a) Retirement Date. Dohring's Retirement from the Company will occur
as of midnight December 31, 1998, (the "Retirement"). Following the retirement,
Dohring will be paid eighteen months salary ($450,000.00) as well as a bonus
equal to any bonus received over the 18 month period immediately preceding the
effective date of this Agreement, less legally required withholdings. Such
payments will commence on January 1, 1999, and will be paid bi-weekly
thereafter. In addition, Dohring will receive payment of the bonus monies in the
same manner and in the same time frame as he had in received such payments in
the past.
(b) Medical and dental coverage will be paid through July 31, 2000, and
Dohring will be eligible for COBRA benefits thereafter in accordance with
applicable laws.
(c) Dohring will remain employed in his current position with full
authority and compensation until the retirement date.
(d) All of Dohring's accrued vacation time will be distributed in a
lump sum payment after January 1, 1999 consistent with normal Company policy.
All of Dohring's accrued, but unused sick time will be relinquished as of the
retirement date, also consistent with established Company policy. Following
midnight, December 31, 1998, both Dohring and the Company agree that Dohring
will cease to accrue any further sick leave or vacation benefits.
(e) For a period of eighteen months following the retirement date the
Company will continue to pay Dohring his automobile allowance, said payments to
be made bi-weekly.
(f) For a period of eighteen months following the retirement date, the
Company will continue to enroll Dohring in the American Airlines Platinum Club.
2
2. Benefits.
(a) Dohring shall have the right to his health and life insurance
benefits through July 31, 2000, there after individual coverage pursuant to
COBRA.
(b) Term Life Insurance, Annual Physical and Tax Preparation will be
continued for a period of 18 months from Retirement date.
(c) Dohring will have review and input privilege into press
announcement regarding his Retirement.
3. Relocation.
The company will pay relocation cost from Wilton, Connecticut to
Rochester, New York and related storage transfer costs in an amount not to
exceed $5,000.00.
4. No Defamation.
Dohring agrees that he will not, before or after the Retirement Date,
defame or disparage the Company, its products, its technologies or any other
aspect of its business or operations or any employee, officer, director or
consultant of the Company. The Company agrees that it will not defame or
disparage Dohring or any services performed by Dohring for the Company during
the course of his employment, before or after the retirement date.
5. Options.
Under the terms of the Company's Stock Option Plan, Dohring would be
entitled to exercise options for 133,385 shares as of December 31, 1998. The
Company will agree to extend the exercise period on these options through July
31, 2000, subject to approval of the SVG Board of Directors.
6. Waiver and Release of Claims.
(a) Dohring and the Company hereby waives and releases, and agrees not
to xxx concerning, any and all claims and causes of action that he has, may have
or at any time has had, whether known or unknown, against the other and/or any
of their respective affiliates, employees, officers, or directors or parent or
Subsidiary corporations, successors, assigns or personal representatives for any
reason including, without limitation, any and all claims relating to or arising
from his employment relationship with SVG and the termination of that
relationship; any and all tort or other claims for wrongful discharge of
employment; any and all claims for breach of contract, both expressed and
implied; any and all claims arising out of any other laws or regulations
relating to
2
3
employment or employment discrimination; and any attorneys' fees and
costs. This waiver shall include but not be limited to any and all claims and
causes of action pursuant to any local, state, or federal law, common or
statutory, including but not limited to Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act of 1967, the Employee
Retirement Income Security Act of 1974, Family Medical Leave Act, American with
Disabilities Act, as amended and any similar statutes arising under California
Law. There shall be excepted from this waiver any claims of Dohring to receive
the salary and benefits set forth in this Agreement.
(b) Dohring specifically acknowledges that he is waiving and releasing
any rights he may have under the Age Discrimination in Employment Act of 1967
("ADEA") and that this waiver and release is knowing and voluntary. Dohring and
the Company agree that this waiver and release does not apply to any rights or
claims that may arise under ADEA after the effective date of this Agreement.
Dohring acknowledges that the consideration given for this waiver and release is
in addition to anything of value to which Dohring was already entitled. Dohring
further acknowledges that he has been advised by this writing that (a) he should
consult with an attorney prior to executing this Agreement; (b) he has at least
twenty-one (21) days within which to consider this Agreement; (c) he has at
least seven (7) days following the execution of this Agreement to revoke the
Agreement; and (d) this Agreement shall not be effective until the revocation
period has expired.
7. Civil Code Section 1542.
Dohring and SVG each acknowledges that each is familiar with the
provisions of Section 1542 of the Civil Code of the State of California, which
section states as follows:
"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."
Dohring and SVG each hereby expressly waives any right each may have
under the above referenced code section, as well as under any statute or common
law principles of similar effect.
8. Indemnification
The Company agrees to insure and indemnify Dohring and hold him harmless
(including any and all costs of defense) from any threatened or actual claims,
suits or actions which are directed against him, or which involve him, in any
proceedings where such claims arise from Dohring's actions during his Employment
with the Company that were undertaken within the course and scope of his
authority as an employee.
3
4
9. Proprietary Information.
(a) Dohring represents to the Company that Dohring has complied with
and will continue to comply with all of the terms of the Employment,
Confidential, Information and Invention Assignment Agreement which Dohring
entered into when Dohring became an employee of the Company. Dohring represents
that, in compliance with the Employment, Confidential, Information and Invention
Assignment Agreement, Dohring has reported all inventions conceived or made by
Dohring as required under such agreement. Dohring represents to the Company that
Dohring does not have in his possession, and has not failed to return to the
Company, any proprietary materials or other property belonging to the Company.
(b) The Company acknowledges that nothing in this Agreement limits
Dohring's right to seek and accept employment of his choosing after the
retirement date, without restriction, so long as he adheres to all of the terms
and conditions of the Employment, Confidential, Information and Invention
Assignment Agreement referenced above.
10. Confidentiality.
Dohring shall not disclose the terms of this Agreement to anyone,
except for his legal advisors, tax advisors, administrative assistant's name (on
a confidential basis), and immediate family members (including significant
other's name), without the written consent of the company unless required to do
so by law.
11. Severability.
If any provision hereof becomes or is declared by a court of competent
jurisdiction to be illegal, unenforceable or void, this Agreement shall continue
in full force and effect without such provision.
12. Notice and Mailings.
Any notice required or permitted hereunder shall be given in writing
and shall be deemed effectively given upon personal delivery or upon deposit in
the United States Post Office with postage and fees prepaid, addressed to each
of the other parties thereunto entitled at the following addresses or at such
other addresses as a party may designate by ten days' advance written notice to
each of the other parties thereto:
(a) All notice and mailings to SVG, shall be addressed to:
Silicon Valley Group, Inc.
000 Xxxxx Xxxxx, Xxxxx 000
Xxx Xxxx, XX 00000
4
5
(b) All financial reporting documents relating to Dohring and
attributable to the 1998 calendar year which concern the Internal
Revenue Service, the State of Connecticut, and/or any other
governmental entity should be addressed to:
Xx. Xxxxxx Xxxxxxx
(c) All other documents and payments relating to Dohring, regardless of
date, should be addressed to:
Xx. Xxxxxx Xxxxxxx
13. Counterparts.
This Agreement may be executed in counterparts, and each counterpart
shall have the same force and effect as an original and shall constitute an
effective, binding agreement on the part of each of the undersigned.
14. California Law.
This Agreement shall be construed and governed by the laws of the State
of California.
15. Effective Date.
This Agreement is effective seven (7) days after both Parties have
signed it.
16. Entire Agreement.
This Agreement represents the entire agreement and understanding
between the Company and Employee concerning Employee's Retirement from the
Company, and supersedes and replaces any all prior agreements and understandings
concerning Employee's relationship with the Company and his compensation by the
Company.
5
6
17. No Oral Modifications.
This Agreement may only be amended in writing signed by Dohring and an
officer of the Company.
18. Dohring's Legal Expenses.
As urged by the Company, Dohring has sought out legal advise from the
counsel of his choice and, as a result, has incurred fees and costs. The Company
hereby agrees to reimburse Dohring for such expenses actually incurred, not to
exceed $5,000.00, which should be claimed on Dohring's final business expense
submission.
19. Final Business Expenses.
Dohring shall submit his final business expenses report not later than
January 31, 1999 and the Company shall promptly tender reimbursement to him
consistent with its normal practice.
IN WITNESS WHEREOF, the parties have executed this Agreement on the
respective dates set forth below.
SILICON VALLEY GROUP, INC.
Dated: November 16, 1998 By /s/ Xxxxxxx X. Xxxxxxxxx
---------------------------------------
Xxxxxxx X. Xxxxxxxxx, President and COO
XXXXXX XXXXXXX, an individual
Dated: November 25, 1998 /s/ Xxxxxx X. Xxxxxxx
-------------------------------------------
Xxxxxx X. Xxxxxxx
6
