SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release ("Agreement") is made by
and between Xxxxxxx X. Xxxxxxx ("Executive") and Aehr Test Systems,
a California corporation, and its direct and indirect subsidiaries
(together, the "Company") (collectively referred to as the
"Parties" or individually referred to as a "Party").
RECITALS
WHEREAS, Executive was employed by the Company;
WHEREAS, Executive signed an Employment Agreement Regarding
Proprietary Developments and Confidential Information with the
Company on June 2, 2004 (the "Confidentiality Agreement");
WHEREAS, Executive signed a Change of Control Severance
Agreement with the Company on September 13, 2006 (the "Change of
Control Agreement");
WHEREAS, Executive was eligible to earn commission payments
for certain sales made pursuant to terms of the Company's Bonus
Plan FY2011 dated July 9, 2010 (the "Commission Plan").
WHEREAS, the Company and Executive have entered into Stock
Option Agreements, dated June 24, 2004, June 23, 2005, July 18,
2006, June 26, 2007, November 13, 2008, June 30, 2009, and June 29,
2010, respectively, granting Executive the option to purchase
shares of the Company's common stock subject to the terms and
conditions of the Company's 2006 Stock Option Plan and the Stock
Option Agreement (collectively the "Stock Agreements");
WHEREAS, Executive's employment with the Company will
terminate effective February 11, 2011 (the "Separation Date"); and
WHEREAS, the Parties wish to resolve any and all disputes,
claims, complaints, grievances, charges, actions, petitions, and
demands that the Executive may have against the Company and any of
the Releasees as defined below, including, but not limited to, any
and all claims arising out of or in any way related to Executive's
employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made
herein, the Company and Executive hereby agree as follows:
COVENANTS
1. Consideration.
a. Payment. The Company agrees to pay Executive a lump
sum equivalent to eleven (11) weeks of Executive's current reduced
base salary, for a total of Thirty-Four Thousand Six Hundred and
Eighty-Five Dollars ($34,685.00), plus Seventeen Thousand Seven
Hundred and Twenty One Dollars ($17,721.00), all less applicable
withholding. This payment will be made to Executive within ten
(10) business days after the Effective Date of this Agreement.
b. Commissions. Executive acknowledges and agrees that
the Commission Plan requires that he be employed by the Company at
the time bookings are earned by the Company (in
accordance with the Company's standard practices) in order for him
to earn a commission based on such bookings recorded by the
Company. Notwithstanding such condition, the Company agrees to pay
Executive all earned commissions (as defined in the Commission
Plan) on any bookings that the Company records (in accordance with
the Company's standard practices) for the first four months of 2011
as if the Executive's employment had continued through April 30,
2011, provided that all other applicable conditions to earning
commissions under the terms of the Company's Commission Plan are
satisfied. Other than as set forth above, Executive's eligibility
to earn commissions shall be governed by the terms of the
Commission Plan.
Executive acknowledges and agrees that the consideration provided
to him hereunder fully satisfies any obligation that the Company
had to pay Executive wages or any other compensation for any of the
services that Executive rendered to the Company, that the amount
paid is in excess of any disputed wage claim, if any, that
Executive may have. To the extent any wage dispute exists,
Executive specifically acknowledges that the consideration paid
shall be deemed to be paid first in satisfaction of any disputed
wage claim with the remainder sufficient to act as consideration
for the release of claims set forth herein, and that Executive has
not earned and is not entitled to receive any additional wages or
other form of compensation from the Company.
2. Stock. The Parties agree that for purposes of
determining the number of shares of the Company's common stock that
Executive is entitled to purchase from the Company, pursuant to the
exercise of outstanding options, Executive will be considered to
have vested only up to the Separation Date. Executive acknowledges
that as of the Separation Date, Executive will have vested in
67,789 options and no more. The exercise of Executive's vested
options and shares shall continue to be governed by the terms and
conditions of the Company's Stock Agreements. Since Executive is
an Officer of the Company, Executive should also pay strict
attention to trading windows. Barring any undisclosed material
information, it is expected that the trading window will be open
through the end of January 2011. The trading window will reopen 3
days after the Q3'11 earning release, or Tuesday April 5, 2011, and
remain open through the end of April 2011. Executive should advise
the Company before selling any shares.
3. Benefits. Executive's health insurance benefits shall
cease on the last day of February 2011, subject to Executive's
right to continue his health insurance under COBRA. Executive's
participation in all benefits and incidents of employment,
including, but not limited to, vesting in stock options, potential
payments under the Change of Control Agreement, and the accrual of
bonuses, vacation, and paid time off, shall cease as of the
Separation Date. Notwithstanding the foregoing, Executive shall
continue to be eligible for reimbursement of health expenses not
covered by the Company's health plan which are incurred prior to
February 28, 2011, pursuant to the terms of the Company's Exec-U-
Care program. Executive must submit all receipts for reimbursement
of 2011 expenses by March 31, 2012, pursuant to the terms of the
Exec-U-Care program. Receipts for expenses incurred that are dated
after February 28, 2011 will not be reimbursed.
4. Payment of Salary and Receipt of All Benefits. Executive
acknowledges and represents that, other than the consideration set
forth in this Agreement, any pending reimbursements under the
Company's Exec-U-Care program, and any commissions still to be paid
pursuant to the Commission Plan, the Company has paid or provided
all salary, wages, bonuses, accrued vacation/paid time off, leave,
housing allowances, relocation costs, interest, severance,
outplacement costs, fees, reimbursable expenses, commissions,
stock, stock options, vesting, and any and all other benefits and
compensation due to Executive. Executive further acknowledges that
he is not entitled to any payment under the Change of Control
Agreement, as no Change of Control (as defined in that agreement)
occurred during the duration of his employment.
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5. Release of Claims. Executive agrees that the foregoing
consideration represents settlement in full of all outstanding
obligations owed to Executive by the Company and its current and
former officers, directors, employees, agents, investors,
attorneys, shareholders, administrators, affiliates, benefit plans,
plan administrators, insurers, divisions, and subsidiaries, and
predecessor and successor corporations and assigns (collectively,
the "Releasees"). Executive, on his own behalf and on behalf of
his respective heirs, family members, executors, agents, and
assigns, hereby and forever releases the Releasees from, and agrees
not to xxx concerning, or in any manner to institute, prosecute, or
pursue, any claim, complaint, charge, duty, obligation, or cause of
action relating to any matters of any kind, whether presently known
or unknown, suspected or unsuspected, that Executive may possess
against any of the Releasees arising from any omissions, acts,
facts, or damages that have occurred up until and including the
Effective Date of this Agreement, including, without limitation:
a. any and all claims relating to or arising from
Executive's employment relationship with the Company and the
termination of that relationship;
b. any and all claims relating to, or arising from,
Executive's right to purchase, or actual purchase of shares of
stock of the Company, including, without limitation, any claims for
fraud, misrepresentation, breach of fiduciary duty, breach of duty
under applicable state corporate law, and securities fraud under
any state or federal law;
c. any and all claims for wrongful discharge of
employment; termination in violation of public policy;
discrimination; harassment; retaliation; breach of contract, both
express and implied; breach of covenant of good faith and fair
dealing, both express and implied; promissory estoppel; negligent
or intentional infliction of emotional distress; fraud; negligent
or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage;
unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false
imprisonment; conversion; and disability benefits;
d. any and all claims for violation of any federal,
state, or municipal statute, including, but not limited to, Title
VII of the Civil Rights Act of 1964; Sections 1981 through 1988 of
Title 42 of the United States Code, as amended; the Civil Rights
Act of 1991; the Rehabilitation Act of 1973; the Americans with
Disabilities Act of 1990; the Equal Pay Act; the Fair Labor
Standards Act, except as prohibited by law; the Fair Credit
Reporting Act; the Immigration Reform and Control Act, as amended;
the Occupational Safety and Health Act, as amended; the California
Occupational Safety and Health Act, as amended; the Age
Discrimination in Employment Act of 1967; the Older Workers Benefit
Protection Act; the Employee Retirement Income Security Act of
1974; the Worker Adjustment and Retraining Notification Act; the
Family and Medical Leave Act, except as prohibited by law; the
Xxxxxxxx-Xxxxx Act of 2002; the Uniformed Services Employment and
Reemployment Rights Act; the California Family Rights Act; the
California Labor Code, except as prohibited by law; the California
Workers' Compensation Act, except as prohibited by law; and the
California Fair Employment and Housing Act;
e. any and all claims for violation of the federal or
any state constitution;
f. any and all claims arising out of any other laws and
regulations relating to employment or employment discrimination;
Page 3 of 9
g. any claim for any loss, cost, damage, or expense
arising out of any dispute over the non-withholding or other tax
treatment of any of the proceeds received by Executive as a result
of this Agreement; and
h. any and all claims for attorneys' fees and costs.
Executive agrees that the release set forth in this section shall
be and remain in effect in all respects as a complete general
release as to the matters released. This release does not extend
to any obligations incurred under this Agreement. This release
does not release claims that cannot be released as a matter of law,
including, but not limited to: (1) Executive's right to file a
charge with or participate in a charge by the Equal Employment
Opportunity Commission, or any other local, state, or federal
administrative body or government agency that is authorized to
enforce or administer laws related to employment, against the
Company (with the understanding that any such filing or
participation does not give Executive the right to recover any
monetary damages against the Company; Executive's release of claims
herein bars Executive from recovering such monetary relief from the
Company); (2) claims under Division 3, Article 2 of the California
Labor Code (which includes California Labor Code section 2802
regarding indemnity for necessary expenditures or losses by
Executive); and (3) claims prohibited from release as set forth in
California Labor Code section 206.5 (specifically "any claim or
right on account of wages due, or to become due, or made as an
advance on wages to be earned, unless payment of such wages has
been made").
6. Acknowledgment of Waiver of Claims under ADEA. Executive
understands and 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. Executive understands and agrees that this waiver and
release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement. Executive
understands and acknowledges that the consideration given for this
waiver and release is in addition to anything of value to which
Executive was already entitled. Executive further understands and
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 twenty-one (21) days within which to consider this
Agreement; (c) he has seven (7) days following his execution of
this Agreement to revoke this Agreement and agrees that any such
revocation must be in a writing by email or federal express
received by Xxxx Xxxxxx by midnight on the seventh day following
Executive's execution of this Agreement; (d) this Agreement shall
not be effective until after the revocation period has expired; and
(e) nothing in this Agreement prevents or precludes Executive from
challenging or seeking a determination in good faith of the
validity of this waiver under the ADEA, nor does it impose any
condition precedent, penalties, or costs for doing so, unless
specifically authorized by federal law. In the event Executive
signs this Agreement and returns it to the Company in less than the
21-day period identified above, Executive hereby acknowledges that
he has freely and voluntarily chosen to waive the time period
allotted for considering this Agreement. Executive acknowledges
and understands that revocation must be accomplished by a written
notification to the person executing this Agreement on the
Company's behalf that is received prior to the Effective Date. The
parties agree that changes, whether material or immaterial, do not
restart the running of the 21-day period.
7. California Civil Code Section 1542. Executive
acknowledges that he has been advised to consult with legal counsel
and is familiar with the provisions of California Civil Code
Section 1542, a statute that otherwise prohibits the release of
unknown claims, which provides as follows:
Page 4 of 9
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER
FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY
HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER
SETTLEMENT WITH THE DEBTOR.
Executive, being aware of said code section, agrees to
expressly waive any rights he may have thereunder, as well as under
any other statute or common law principles of similar effect.
8. No Pending or Future Lawsuits. Executive represents that
he has no lawsuits, claims, or actions pending in his name, or on
behalf of any other person or entity, against the Company or any of
the other Releasees. Executive also represents that he does not
intend to bring any claims on his own behalf or on behalf of any
other person or entity against the Company or any of the other
Releasees.
9. Trade Secrets and Confidential Information/Company
Property. Executive reaffirms and agrees to observe and abide by
the terms of the Confidentiality Agreement, specifically including
the provisions therein regarding nondisclosure of the Company's
trade secrets and confidential and proprietary information, and
non-solicitation of Company employees. Executive agrees at all
times hereafter to hold in the strictest confidence, and not to use
or disclose to any person or entity, any Confidential Information
of the Company. Executive understands that "Confidential
Information" means any Company proprietary information, technical
data, trade secrets or know-how, including, but not limited to,
research, product plans, products, services, customer lists and
customers (including, but not limited to, customers of the Company
on whom Executive has called or with whom he became acquainted
during the term of his employment), markets, software,
developments, inventions, processes, formulas, technology, designs,
drawings, engineering, hardware configuration information,
marketing, finances, or other business information disclosed to
Executive by the Company either directly or indirectly, in writing,
orally, or by drawings or observation of parts or equipment.
Executive further understands that Confidential Information does
not include any of the foregoing items that have become publicly
known and made generally available through no wrongful act of
Executive's or of others who were under confidentiality obligations
as to the item or items involved or improvements or new versions
thereof. Executive hereby grants consent to notification by the
Company to any new employer about Executive's obligations under
this paragraph. Executive represents that he has not to date
misused or disclosed Confidential Information to any unauthorized
party. Executive's signature below constitutes his certification
under penalty of perjury that he has returned all documents and
other items provided to Executive by the Company, developed or
obtained by Executive in connection with his employment with the
Company, or otherwise belonging to the Company.
10. Confidentiality. Executive agrees to maintain in
complete confidence the existence of this Agreement, the contents
and terms of this Agreement, and the consideration for this
Agreement (hereinafter collectively referred to as "Separation
Information"). Except as required by law, Executive may disclose
Separation Information only to his immediate family members, the
Court in any proceedings to enforce the terms of this Agreement,
Executive's attorney(s), and Executive's accountant and any
professional tax advisor to the extent that they need to know the
Separation Information in order to provide advice on tax treatment
or to prepare tax returns, and must prevent disclosure of any
Separation Information to all other third parties. Executive
agrees that he will not publicize, directly or indirectly, any
Separation Information.
Page 5 of 9
11. Non-Disparagement and Communications with Company
Employees, Customers and Business Partners. Executive agrees to
refrain from any disparagement, defamation, libel, or slander of
the Company or any of the Releases, including, without limitation,
the business, products, intellectual property, financial standing,
future, or employment/compensation/benefit practices of the
Company. Executive further agrees to refrain from any tortious
interference with the contracts and relationships of the Company or
any of the Releasees. Executive shall direct any inquiries by
potential future employers to the Company's human resources
department, which shall use its best efforts to provide only the
Executive's last position and dates of employment.
12. No Cooperation. Executive further agrees that he will
not knowingly encourage, counsel, or assist any attorneys or their
clients in the presentation or prosecution of any disputes,
differences, grievances, claims, charges, or complaints by any
third party against any of the Releasees, unless under a subpoena
or other court order to do so or as related directly to the ADEA
waiver in this Agreement. Executive agrees both to immediately
notify the Company upon receipt of any such subpoena or court
order, and to furnish, within three (3) business days of its
receipt, a copy of such subpoena or other court order. If
approached by anyone for counsel or assistance in the presentation
or prosecution of any disputes, differences, grievances, claims,
charges, or complaints against any of the Releasees, Executive
shall state no more than that he cannot provide counsel or
assistance.
13. Breach. In addition to the rights provided in the
"Attorneys' Fees" section below, Executive acknowledges and agrees
that any material breach of this Agreement, unless such breach
constitutes a legal action by Executive challenging or seeking a
determination in good faith of the validity of the waiver herein
under the ADEA, or of any provision of the Confidentiality
Agreement shall entitle the Company immediately to recover and/or
cease providing the consideration provided to Executive under this
Agreement and to obtain damages, except as provided by law.
14. No Admission of Liability. Executive understands and
acknowledges that this Agreement constitutes a compromise and
settlement of any and all actual or potential disputed claims by
Executive. No action taken by the Company hereto, either
previously or in connection with this Agreement, shall be deemed or
construed to be (a) an admission of the truth or falsity of any
actual or potential claims or (b) an acknowledgment or admission by
the Company of any fault or liability whatsoever to Executive or to
any third party.
15. Nonsolicitation. Executive agrees that for a period of
twelve (12) months immediately following the Effective Date of this
Agreement, Executive shall not directly or indirectly solicit any
of the Company's employees to leave their employment at the
Company.
16. Costs. The Parties shall each bear their own costs,
attorneys' fees, and other fees incurred in connection with the
preparation of this Agreement.
17. ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES
ARISING OUT OF THE TERMS OF THIS AGREEMENT, THEIR INTERPRETATION,
AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO
ARBITRATION IN ALAMEDA COUNTY, BEFORE JUDICIAL ARBITRATION &
MEDIATION SERVICES ("JAMS"), PURSUANT TO ITS EMPLOYMENT ARBITRATION
RULES & PROCEDURES ("JAMS RULES"). THE ARBITRATOR MAY GRANT
INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR
SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH
CALIFORNIA LAW, INCLUDING THE CALIFORNIA CODE OF CIVIL PROCEDURE,
AND THE ARBITRATOR SHALL APPLY
Page 6 of 9
SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM,
WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY
JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH
CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION
OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE
PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING
PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN
ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION
AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL
SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY
SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES;
PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS' FEES
AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW.
THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE
BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY.
NOTWITHSTANDING THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER
PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL
REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE
SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE
AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF
THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH
ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES
AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.
18. Tax Consequences. The Company makes no representations
or warranties with respect to the tax consequences of the payments
and any other consideration provided to Executive or made on his
behalf under the terms of this Agreement. Executive agrees and
understands that he is responsible for payment, if any, of local,
state, and/or federal taxes on the payments and any other
consideration provided hereunder by the Company and any penalties
or assessments thereon. Executive further agrees to indemnify and
hold the Company harmless from any claims, demands, deficiencies,
penalties, interest, assessments, executions, judgments, or
recoveries by any government agency against the Company for any
amounts claimed due on account of (a) Executive's failure to pay or
the Company's failure to withhold, or Executive's delayed payment
of, federal or state taxes, or (b) damages sustained by the Company
by reason of any such claims, including attorneys' fees and costs.
19. Section 409A. The severance amounts and the provision of
the other benefits provided for under this Agreement are intended
to satisfy the requirements of the "short-term deferral" rule set
forth in Section 1.409A-1(b)(4) of the Treasury Regulations will
not constitute deferred compensation for purposes of Section 409A
of the Internal Revenue Code of 1986, as amended ("Section 409A").
The foregoing provisions are intended to comply with the
requirements of Section 409A so that none of the severance payments
and benefits to be provided hereunder will be subject to the
additional tax imposed under Section 409A, and any ambiguities
herein will be interpreted to so comply.
20. Authority. The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and
to bind the Company and all who may claim through it to the terms
and conditions of this Agreement. Executive represents and
warrants that he has the capacity to act on his own behalf and on
behalf of all who might claim through him to bind them to the terms
and conditions of this Agreement. Each Party warrants and
represents that there are no
Page 7 of 9
liens or claims of lien or assignments in law or equity or
otherwise of or against any of the claims or causes of action
released herein.
21. No Representations. Executive represents that he has had
an opportunity to consult with an attorney, and has carefully read
and understands the scope and effect of the provisions of this
Agreement. Executive has not relied upon any representations or
statements made by the Company that are not specifically set forth
in this Agreement.
22. Severability. In the event that any provision or any
portion of any provision hereof or any surviving agreement made a
part hereof becomes or is declared by a court of competent
jurisdiction or arbitrator to be illegal, unenforceable, or void,
this Agreement shall continue in full force and effect without said
provision or portion of provision.
23. Attorneys' Fees. Except with regard to a legal action
challenging or seeking a determination in good faith of the
validity of the waiver herein under the ADEA, in the event that
either Party brings an action to enforce or effect its rights under
this Agreement, the prevailing Party shall be entitled to recover
its costs and expenses, including the costs of mediation,
arbitration, litigation, court fees, and reasonable attorneys' fees
incurred in connection with such an action.
24. Entire Agreement. This Agreement represents the entire
agreement and understanding between the Company and Executive
concerning the subject matter of this Agreement and Executive's
employment with and separation from the Company and the events
leading thereto and associated therewith, and supersedes and
replaces any and all prior agreements and understandings concerning
the subject matter of this Agreement and Executive's relationship
with the Company, with the exception of the Confidentiality
Agreement and the Stock Agreements.
25. No Oral Modification. This Agreement may only be amended
in a writing signed by Executive and the Company's Chief Executive
Officer.
26. Governing Law. This Agreement shall be governed by the
laws of the State of California, without regard for choice-of-law
provisions. Executive consents to personal and exclusive
jurisdiction and venue in the State of California.
27. Effective Date. Each Party has seven (7) days after that
Party signs this Agreement to revoke it. This Agreement will
become effective on the eighth (8th) day after Executive signed
this Agreement, so long as it has been signed by the Parties and
has not been revoked by either Party before that date (the
"Effective Date").
28. Expiration of Agreement. This Agreement shall be null
and void if the Company has not received an executed copy of the
Agreement on or by the twenty-first date after which it is received
by Executive (the "Expiration Date").
29. Counterparts. This Agreement may be executed in
counterparts and by facsimile, and each counterpart and facsimile
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.
30. Voluntary Execution of Agreement. Executive understands
and agrees that he executed this Agreement voluntarily, without any
duress or undue influence on the part or behalf of the Company or
any third party, with the full intent of releasing all of his
claims against the Company and any of the other Releasees.
Executive acknowledges that: (a) he has read this Agreement; (b)
he has been represented in the preparation, negotiation, and
execution of this
Page 8 of 9
Agreement by legal counsel of his own choice or has elected not to
retain legal counsel; (c) he understands the terms and consequences
of this Agreement and of the releases it contains; and (d) he is
fully aware of the legal and binding effect of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the
respective dates set forth below.
XXXXXXX X. XXXXXXX, an individual
Dated: February 1, 2011 /s/ XXXXXXX X. XXXXXXX
----------------------------------
Xxxxxxx X. Xxxxxxx
AEHR TEST SYSTEMS
Dated: February 1, 2011 By /s/ XXXX XXXXXXX
-------------------------------
Xxxx Xxxxxxx
Chairman of the Board/CEO
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