Exhibit 10.18
SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND GENERAL RELEASE ("Agreement") is made and entered
into by and between Xxxxxxx Xxxxxx (hereinafter referred to as "Xx. Xxxxxx") and
Elantec Semiconductor, Inc. (hereinafter referred to as "Elantec").
RECITALS
A. Xx. Xxxxxx has been employed by Elantec as Vice President of Technology
since September 1987.
B. On the terms and subject to the conditions described in this Agreement, Xx.
Xxxxxx and Elantec now desire to discontinue the employment relationship
between them.
Now, therefore, in consideration of the premises and mutual promises herein
contained, and in consideration of the terms set forth herein, it is agreed as
follows:
1. Xx. Xxxxxx hereby resigns as Vice President of Technology and Elantec
hereby accepts such resignation, effective March 31, 1999 (the
"Resignation Date"); however, Elantec has the right to delay the
Resignation Date to May 31, 1999. The other provisions of this
Agreement will take effect on the date that is seven days after the
Resignation Date (the "Closing Date").
2. Elantec agrees to continue to employ Xx. Xxxxxx at his current salary
rate of approximately $11,667 per month for a period of 12 months
after the Closing Date (the "Payment Period"), to be paid (less
regular payroll deductions and applicable withholdings) on Elantec's
normal payroll dates. During the Separation Period (defined below),
Xx. Xxxxxx will continue to make himself available up to 20 days over
the 12 month Separation Period at mutually agreeable times to consult
with Elantec. Elantec will also continue, at its expense, to the
extent possible, Xx. Xxxxxx'x ongoing medical (including Seciton 125
plan benefits), dental and life insurance benefits under the terms of
Elantec's benefit programs during the Payment Period. If Xx. Xxxxxx
accepts employment with another employer during the Payment Period and
Xx. Xxxxxx qualifies for comparable insurance benefits from such
employer, Elantec will pay in one lump sum the balance of the salary
that would become due for the remainder of the Payment Period under
this Agreement and Xx. Xxxxxx will no longer be entitled to such
medical, dental and life benefits from Elantec. In addition, Xx.
Xxxxxx may elect at any time during the Payment Period to receive
payment in one lump sum the balance of the salary that would become
due for the remainder of the Payment Period under this Agreement,
provided that he waives all further rights to such medical, dental and
life insurance benefits after the date of payment.
3. In addition, Elantec agrees that Xx. Xxxxxx'x total outstanding
options at his Resignation Date will continue to vest in accordance
with their terms during the 12 months following the Closing Date (the
"Separation Period") regardless of whether Xx. Xxxxxx accepts
employment with another employer so long as Xx. Xxxxxx complies with
his obligations under this Agreement. Those options will expire in
accordance with their terms three months after the end of such 12
month period. Xx. Xxxxxx will have no other options or rights to
purchase any shares of Elantec stock.
4. Effective as of the Resignation Date, Xx. Xxxxxx is no longer
authorized to incur any expenses, obligations or liabilities on behalf
of Elantec. Xx. Xxxxxx agrees to submit to Elantec no later than the
Closing Date, all documentation then available to him reflecting
reasonable expenses incurred by Xx. Xxxxxx on behalf of Elantec.
Elantec agrees to reimburse Xx. Xxxxxx for such reasonable expenses on
the Closing Date. Should documentation for any additional such
reasonable expenses come to Xx. Xxxxxx'x attention thereafter, he will
have up to one month after the Closing Date to submit those expenses
to Elantec, and will be reimbursed for any such additional expenses
within one week after they are submitted.
5. Xx. Xxxxxx understands and agrees that on or before the Closing Date
he will identify to Elantec and turn over to Elantec all files,
memoranda, records (and copies thereof), and other physical or
personal property which Xx. Xxxxxx received from Elantec and which are
the property of Elantec.
6. Xx. Xxxxxx agrees to be bound by the terms of his Employee Invention
Assignment and Confidentiality Agreement, a copy of which is attached
hereto as Exhibit A (the "Employee Agreement"). In addition, Xx.
Xxxxxx agrees that during the Separation Period he will not (a) as a
consultant, employee, officer or director or in any other capacity
solicit or actively recruit any employee of Elantec to leave his or
her employment with Elantec, or (b) disparage Elantec.
7. Except for breach of this Agreement, and any claims for vested
benefits under Elantec's 401(k) plan, Xx. Xxxxxx hereby releases and
discharges Elantec, its successors, subsidiaries, employees, officers,
directors, agents, attorneys, representatives and shareholders from
all claims, liabilities, demands and causes of action, known or
unknown, fixed or contingent, which Xx. Xxxxxx has or may hereafter
have occurring on or prior to his Resignation Date and arising out of
or in any way connected with his employment with or position as an
officer of Elantec. Except for breach of this Agreement, Elantec
hereby releases and discharges Xx. Xxxxxx from all claims,
liabilities, demands and causes of action, known or unknown, fixed or
contingent, which Elantec has or may hereafter have occurring on or
prior to his Resignation Date and arising out of or in any way
connected with Xx. Xxxxxx'x employment with, or position as an officer
of Elantec, except for any breach by Xx. Xxxxxx of
his Employee Agreement. Xx. Xxxxxx represents that he has not breached
any of the terms or conditions of the Employee Agreement.
8. Elantec and Xx. Xxxxxx represent and agree with each other to keep the
terms and amount of this Agreement completely confidential, and not to
disclose any information concerning this Agreement to anyone, except
that Xx. Xxxxxx may disclose the terms of this Agreement to his
spouse, attorney and tax preparer, if any, and Elantec may disclose
the terms of this Agreement to its accountants, attorneys and tax
preparers, and either party may disclose the terms of this Agreement
to the extent required by law.
9. Xx. Xxxxxx presents and acknowledges that he has carefully read and
fully understands all of the provisions of this Agreement which sets
forth the entire agreement between the parties. This Agreement
supersedes and all prior agreements or understandings between the
parties, including but not limited to any Employee Agreement (except
for paragraphs 7 and 14 thereof), and all corporate policies,
practices or procedures pertaining to the subject matter of this
Agreement.
10. This Agreement is governed by, and is to be interpreted according to,
the laws of the State of California (excluding that body of law
governing choice of law). The parties hereto agree that any action
relating to or arising out of this Agreement shall be brought in
California State Courts in Santa Xxxxx County, California, or in the
Federal District Court for the Northern District of California, and
each party hereby consents to the jurisdiction of such courts.
ELANTEC SEMICONDUCTOR, INC.
/s/ Xxxxx X. Xxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxx X. Xxxxxx
President &
Chief Executive Officer
Employment Agreement
March 15, 1999
This Employment Agreement is made and entered into by and between Xxxxxxx
Xxxxxx (hereinafter referred to as "Xx. Xxxxxx") and Elantec Semiconductor, Inc.
(hereinafter referred to as "Elantec").
1. Xx. Xxxxxx hereby agrees to remain a regular full-time employee of
Elantec for a minimum of 12 months, commencing March 15, 1999 through
March 15, 2000.
2. Elantec has the option to extend Xx. Xxxxxx'x employment with the
Company for two additional six-month periods to commence on:
a) March 16, 2000 through September 16, 2000
b) September 16, 2000 - March 16, 2001
3. Elantec will provide Xx. Xxxxxx with thirty days advance notice if the
Company decides to terminate his employment prior to utilizing the
extension option outlined in Item 2.
4. Upon termination of Xx. Xxxxxx'x employment, the attached Separation
Agreement (Exhibit A) will then become effective.
i. The resignation date in Paragraph 1 of the Separation
Agreement shall be amended to reflect Xx. Xxxxxx'x actual
termination date.
/s/ Xxxxxxx Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxxxx Xxxxxx Xxxxx X. Xxxxxx
President &
Chief Executive Officer
