Exhibit 10.10
July 28, 1999
Ms. Xxxxx Xxxxxx
[Address]
Re: Separation Agreement
Dear Xxxxx:
This letter constitutes the Separation Agreement (hereinafter the
"Agreement") between Xxxxx Xxxxxx and Cobalt Networks, Inc. (hereinafter
"Cobalt" or the "Company") containing the terms of Xx. Xxxxxx'x separation from
employment with Cobalt.
1. Xx. Xxxxxx'x term of active employment at Cobalt will end July 31,
1999. At that time she will be paid in one lump sum, subject to appropriate tax
withholding, all accrued vacation, any employee expense reimbursements, as well
as her final wages as a regular employee. Her final termination date, as
explained below, will be October 31, 1999. For the time period from August 1,
1999 until October 31, 1999 (the "Extended Service Period"), the Company will
not expect Xx. Xxxxxx to report for regular work hours, but will expect her to
maintain telephone availability to Xxxxxxx XxXxxx to assist in issues relating
to manufacturing operations. Xx. Xxxxxx will receive her regular salary and all
Company benefits other than accrued vacation pay through the Extended Service
Period. Please note that the 90 day exercise period, as set forth in Cobalt
Employee Stock Plan document, will begin to run on October 31, 1999, (the
conclusion of her Extended Service Period) with regard to any vested options and
that this exercise period will expire on January 29, 2000. This will be the last
day Xx. Xxxxxx will be able to exercise her option whether or not she accepts
this agreement.
2. Xx. Xxxxxx will receive under separate cover information regarding her
rights to continued benefits coverage as well as her stock option exercise
procedure. To the extent she has such rights, nothing in this agreement will
impair those rights.
3. Xx. Xxxxxx confirms her ongoing legal duties of confidentiality, as
set forth in the Cobalt Networks, Inc. Employee Confidential Information and
Inventions Agreement which she signed on October 20, 1997, incorporated herein
and attached as Exhibit A.
4. Xx. Xxxxxx further confirms that she does not have in her possession
or control and she has not failed to return to Cobalt any devices, data,
specifications, drawings, equipment, products, or property or may reproductions
of these materials belonging to Cobalt. Xx. Xxxxxx will ensure that any such
items currently in her possession are returned to Xxxx Xxxxxxx, Director of
Human Resources, on or before July 31, 1999.
5. Although Xx. Xxxxxx is not otherwise entitled to it, in consideration
of her acceptance of this Separation Agreement, Xxxxxx agrees to accelerate her
vesting schedule by amending the terms of her Stock Option Agreement with regard
to the Vesting Schedule in her Notice of Stock
Option Grant so that a total of 75,000 shares, including previously vested
shares, will become vested on October 31, 1999. Additionally, in consideration
of Xx. Xxxxxx'x acceptance of this Separation Agreement, the Company has also
agreed to provide electronic mail and voicemail capabilities through Cobalt's
internal network until October 31, 1999.
6. Xx. Xxxxxx agrees that the foregoing consideration represents
settlement in full of any claims that could be asserted against Cobalt and on
behalf of herself and her legal successors and assigns, she hereby releases
Cobalt and its officers, directors, employees, investors, administrators,
insurers, predecessor and successor corporations, agents, and legal successors
and assigns (collectively, the "Release Parties") from any claim, duty,
obligation or cause of action, whether now known or unknown, suspected or
unsuspected, which she now has, owns or holds, or at any other time had, owned
or held or shall or may have, own or hold against the Released Parties based
upon or arising out of any agreement, matter, cause, fact, thing, act or
omission whatsoever occurring or existing at any time up to and including the
date hereof, including but not limited to matters arising from her employment
relationship with Cobalt and the termination of that relationship as well as any
claims arising from her equity interest in the Company. These claims include,
but are not limited to, claims arising under federal, state and local statutory
or common law, such as Title VII of the Civil Rights Act of 1964, the California
Fair Employment and Housing Act, the California Labor Code, the Age
Discrimination in Employment Act, the Family and Medical Leave Act, the
California Family Rights Act, any other state or federal employment
discrimination statues, and the law of contract and tort (collectively, the
"Released Claims").
Xx. Xxxxxx agrees that she will not sue or initiate against any Released
Party any compliance review, action, or proceeding, or participate in same,
individually or as a member of a class, under any contract (express or implied),
law, or regulation, federal, state or local, pertaining in any manner whatsoever
to the Released Claims.
Xx. Xxxxxx understands that the Released Claims include not only claims
presently known to her, but also includes all unknown claims and causes of
action of any kind which would otherwise come within the scope of the Released
Claims as described above in this section. Xx. Xxxxxx therefore waives her
rights under sections 1542 of the Civil Code of California which states:
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 to him must have materially affected his settlement with the
debtor.
7. Xx. Xxxxxx will not, unless required or otherwise permitted by law,
disclose to others any information regarding the terms of this Separation
Agreement, the benefit being paid under it or the fact of its payment, except
that she may disclose this information to her attorney, accountant or other
professional advisor to whom she must make the disclosure in order for them to
render professional services to her. Xx. Xxxxxx will instruct them, however, to
maintain the confidentiality of this information just as she must.
8. Cobalt and Xx. Xxxxxx understand and acknowledge that this Agreement
constitutes a compromise and settlement. No action taken by either of them,
either previously or in connection with this Agreement shall be deemed to be (a)
an admission of the truth or falsity of any claims previously made or (b) an
acknowledgment or admission by either Cobalt or Xx. Xxxxxx of any fault or
liability whatsoever to the other or to any third party.
2
9. Xx. Xxxxxx acknowledges that she has been provided more than 21 days
to consider this Agreement from the day that it was first presented to her. She
was advised to consult with an attorney regarding this agreement. After Xx.
Xxxxxx signs, she will have a 7 day period in which she may revoke her
acceptance. If Xx. Xxxxxx wishes to revoke, she must do so in writing before the
7 day revocation period expires. The agreement will become effective only upon
the expiration of the revocation period.
Cobalt Networks, Inc.
By: /s/ Xxxx Xxxxxxx
-----------------------------------
Title: Director of Human Resources
--------------------------------
Enc. Employee Confidential Information and Inventions Agreement; Copy of
Separation Agreement
By signing this letter, I acknowledge that I have had the opportunity to review
this Separation Agreement carefully with an attorney of my choice, that I
understand the terms of the Agreement, and that I voluntarily agree to them.
/s/ Xxxxx Xxxxxx
----------------------------
Xxxxx Xxxxxx
July 28, 1999
----------------------------
Dated
3
