EXHIBIT 10.78
CATALYST SEMICONDUCTOR, INC.
Severance Agreement
This Severance Agreement ("Agreement") is made effective as of this 8th day of
November, 2001 between Xxxxx Xxxxxxxxx ("Employee") and Catalyst Semiconductor,
Inc. ("Corporation").
WITNESSETH
WHEREAS, Employee is employed by the Corporation.
WHEREAS, the Corporation and Employee mutually desire to enter into a severance
agreement with respect to Employee's employment by the Corporation.
NOW, THEREFORE, in consideration of the mutual convents hereinafter contained,
the Corporation and Employee agree as follows:
1) INVOLUNTARY TERMINATION. If Employee's employment is terminated as a
result of Involuntary Termination other than for cause, at any time
prior to April 30, 2003, Employee will be entitled to consideration as
defined below.
2) SEVERANCE BENEFITS FOR TERMINATION FOLLOWING A CHANGE OF CONTROL.
a) Employee shall be entitled to fifty percent (50%) of his annual
base salary payable in six equal monthly installments,
commencing one month after the termination date.
b) All outstanding unvested stock options shall immediately vest as
of the date of termination and shall remain exercisable for a
period of three years after said date.
c) In addition, as of the termination date, Employee shall be
entitled to receive any unpaid salary and accrued vacation.
d) Change of control is defined as any sale of substantially all of
the Company's assets, a sale of a majority of its shares or a
merger or consolidation where the existing shareholders do not
control at least 50% of the total voting power after the event.
3) SEVERANCE BENEFITS FOR TERMINATION APART FROM A CHANGE OF CONTROL.
a) Employee will be entitled to twenty-five percent (25%) of his
annual base salary as of the termination date. Such payment
shall be paid in six equal monthly amounts commencing one month
after the termination date.
b) All outstanding vested options as of this date shall remain
exercisable for a period of one year after termination date.
c) In addition, as of the termination date, Employee shall be
entitled to receive any unpaid salary and accrued vacation pay.
4) CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the
Corporation and shall continue to comply with the terms and conditions
of the Confidentiality Agreement(s) between Employee and Corporation.
5) NON-DISPARAGEMENT. Employee agrees not to disparage the Corporation or
any of its officers, directors, employees, products, vendors or
customers.
6) RELEASE OF CLAIMS. Both parties agree that the foregoing consideration
represents settlement in full of all outstanding obligations owed by
Corporation to the Employee. Employee and his respective heirs,
executors, assigns and agents hereby fully and forever releases
Corporation and its officers, directors, employees, assigns and agents
from any claim, duty, obligation or cause of action relating to any
matters, known or unknown, arising from any omissions, acts or facts
that have occurred up until the termination date, including without
limitation:
a) Any claims relating to Employee's employment relationship with
the Corporation.
b) Any claims relating to Employee's receipt of options and/or
purchase or sales of shares of stock of the Corporation.
c) Any claims for violation of state, federal or municipal law.
7) CONFIDENTIALITY. The parties agree to use their best efforts to maintain
in confidence the existence, contents and terms of this Agreement except
as disclosure may be required by law.
8) TAX CONSEQUENCES. The Corporation makes no representations or warranties
with respect to the tax consequences of any consideration received by
Employee under the terms of this Agreement. Employee agrees that he is
solely responsible for payment, if any, of local, state or federal taxes
on all consideration received. Employee further agrees to indemnify the
Corporation for any claims due to his failure to pay any such taxes.
9) ENTIRE AGREEMENT. This Agreement represents the entire agreement and
understanding between the Corporation and Employee concerning Employee's
relationship with the Corporation and supersedes any prior written or
oral agreements concerning Employee relationship with and compensation
from the Corporation and may not be changed except in written form
signed by both parties.
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10) GOVERNING LAW; JURISDICTION. This Agreement shall be governed by the
laws of the State of California. Any disputes shall be resolved by
binding arbitration by JAMSENDISPUTE in Santa Xxxxx County, to which
binding arbitration both parties consent.
11) NO LEGAL REPRESENTATION. Employee is advised to seek his own legal
advice in this matter and acknowledges that Xxxxxx, Xxxxxxxxxx &
Sutcliffe LLP is acting solely as counsel for the Corporation and not
for Employee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first written above.
CATALYST SEMICONDUCTOR, INC. EMPLOYEE
By: /s/ Xxxx Xxxxx /s/ Xxxxx Xxxxxxxxx
-------------------------------- ----------------------------------------
Xxxx Xxxxx In his individual capacity
President & CEO Xxxxx Xxxxxxxxx
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