SEPARATION AGREEMENT AND RELEASE
Exhibit 99.1
SEPARATION AGREEMENT AND RELEASE
This Separation of Employment and Release Agreement (“Agreement”) is made by and between
KyuHyun Xxx (“Executive”) and Amkor Technology Korea, Inc. (“Company”), which Company is an
indirect wholly owned subsidiary of Amkor Technology, Inc., a Delaware Corporation (“Parent”),
(jointly referred to as the “Parties”):
RECITALS
WHEREAS, Executive has served on the Company’s Board of Directors as a registered director of
the Company;
WHEREAS, the Company and Executive have agreed that Executive’s service with the Company is
being terminated effective on October 8, 2009 (the “Separation Date”);
WHEREAS, the Executive and the Company desire to settle fully and finally all matters between
them to date, including, but in no way limited to, any issues that might arise out of the
Executive’s service with or his resignation from the Company;
NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as
follows:
COVENANTS
1. Resignation. The Executive ceased to be Company’s President and as of the Separation
Date, and ceased all other positions and associations of any kind with the Company, Parent and
their subsidiaries and affiliates. Additionally, effective on the Separation Date, the Executive
resigned his membership on the Board of Directors (and all board of director committees) of the
Company and its subsidiaries and affiliates.
2. Consideration. The Company agrees to pay Executive a lump sum of KRW 3,167,222,223.00,
less applicable tax withholdings. This payment consists of KRW 2,687,222,223 payable under the
Company’s Severance Plan and KRW 480,000,000 (12 months base salary). This payment will be made to
Executive on October 8, 2009. Further, Executive agrees that he shall be solely responsible for
filing his tax returns and paying any applicable taxes to the local tax authorities.
3. Stock. As of the Separation Date, Executive has 230,000 vested and outstanding stock
options (“Option”). Options must be exercised within a specified period of time following the
Separation Date, as set forth in the closing statement in Exhibit A hereto. Options not exercised
by the specified date are forfeit.
4. Benefits. Executive’s participation in all benefits and incidents of service
(including, but not limited to, the accrual of vacation and paid time off, use of Company car, and
club memberships) ceased on the Separation Date.
5. Payment of Salary. Executive acknowledges and represents that Executive has been paid
all salary, wages, accrued vacation, paid time off, bonuses, commissions, and any and all
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other benefits and compensation due to Executive from Company, Parent and any of their affiliates.
6. Release of Claims. Executive agrees that the foregoing Consideration represents
settlement in full of all outstanding obligations owed to Executive by the Company, Parent and
their respective current and former officers, directors, employees, agents, investors, attorneys,
shareholders, administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations and assigns (the “Releasees”). Executive, on his own behalf, and on behalf of his
respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases
the Company, Parent and the other Releasees from, and agrees not to xxx concerning, any claim,
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 arising from any cause, matter,
omissions, acts or facts whatsoever including, without limitation:
(a) any and all claims relating to or arising from Executive’s service with the Company,
Executive’s service as a director of the Company, or the resignation of that service;
(b) any and all claims under the law of any jurisdiction, including, but not limited to,
wrongful termination of service; constructive termination from service; termination of the service
in violation of public policy; discrimination; breach of contract, both express and implied; breach
of a covenant of good faith and fair dealing, both express and implied; negligent or intentional
infliction of emotional distress; 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; and conversion;
(c) any and all claims arising out of any constitution, laws and regulations including,
without limitation, any such constitution, laws or regulations relating to service;
(d) 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
(e) any and all claims for attorneys’ fees and costs.
The Company and Executive agree 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.
7. Confidential Information. Executive recognizes that due to his service, Executive has
had access to non-public proprietary information, confidential information and trade secrets.
Consequently, at all times after the Separation Date Executive will not, without the prior express
written consent of the Company, use for himself or for others or directly or indirectly divulge,
disclose or make available or accessible any Confidential Information (as defined below) to any
person, firm, partnership, corporation, trust or any other entity or third party (other than when
required to do so by a lawful order of a court of competent jurisdiction, any governmental
authority or agency, or any recognized subpoena power). For purposes of this Agreement,
“Confidential Information” shall mean all information respecting the business and activities of
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the Company, Parent, or any of their affiliates, including, without limitation, the clients,
customers, suppliers, employees, consultants, computer or other files, projects, products, computer
disks or other media, computer hardware or computer software programs, marketing plans, financial
information, methodologies, know-how, processes, practices, approaches, projections, forecasts,
formats, systems, data gathering methods and/or strategies of the Company, Parent, or any of their
affiliates. Notwithstanding the immediately preceding sentence, Confidential Information shall not
include any information that is, or becomes, generally available to the public (unless such
availability occurs as a result of the Executive’s breach of any portion of this Section 5).
Executive will use particular care to ensure that such Confidential Information does not become
known to those who are engaged in activities competitive with those of the Company, Parent, or any
of their affiliates. In addition, Executive represents, warrants and agrees that he is in
compliance with the Parent’s Code of Business Conduct.
8. Non-Competition. The Executive acknowledges and recognizes the highly competitive
nature of the business of Company, the valuable confidential business information in such
Executive’s possession and the customer goodwill associated with the ongoing business practice of
Company, and accordingly agrees as follows:
(a) During the period from the Separation Date through and including December 31, 2010, the
Executive will not directly or indirectly, in or with respect to any country in which the Company,
Parent or any of their affiliates is then conducting business, (i) engage in any business for the
Executive’s own account that competes with the business of Company, (ii) enter the employ of, or
render any services to, any person engaged in any business that competes with the business of
Company, Parent or any of their affiliates, (iii) acquire a financial interest in, or otherwise
become actively involved with, any person engaged in any business that competes with the business
of Company, Parent or any of their affiliates, directly or indirectly, as an individual, partner,
shareholder, officer, director, principal, agent, trustee or consultant, (iv) interfere with
business relationships (whether formed before or after the date of this Agreement) between the
Company, Parent or any of their affiliates and their “Customers”(as defined below) or suppliers,
(v) solicit or encourage any supplier or Customer of Company, Parent or any of their affiliates to
cease to do business with such Company, Parent or any of their affiliates, or (vi) assist or
encourage any other person in carrying out any of the foregoing. As used in this Agreement,
“Customer” means any persons, businesses and/or governments either currently doing business with
Company, Parent or any of their affiliates at the time of the solicitation or with which Company,
Parent or any of their affiliates did business during the twelve (12) months immediately prior to
Executive’s resignation from Company. Executive represents and warrants that the restrictions
contained in this Section 8(a) would not be unduly burdensome to the Executive and that his
agreement to abide by them is made in order to receive the Consideration specified in this
Agreement; and
(b) Notwithstanding anything to the contrary in this Agreement, the Executive may directly or
indirectly own, solely as a passive investment, securities of any entity that competes with or is
engaged in a business similar to the business of Company, Parent or any of their affiliates which
are publicly traded on a national or regional stock exchange or on the over-the-counter market if
the Executive (i) is not a controlling person of, or a member of a group which controls such
entity, and (ii) does not, directly or indirectly, own one percent (1%) or more of any class of
securities of such entity.
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9. Assistance. The Executive agrees to personally provide reasonable assistance and
cooperation to the Company and Parent in activities related to the prosecution or defense of any
pending or future lawsuits or claims involving the Company. Further, the Executive agrees to fully
cooperate with the Company to, among other things, deregister him from the government
registrations/permits of the Company including the court’s corporate registry, including but not
limited to, allowing the Company to use his seal for preparation of documentation related to such
deregistration.
10. No Cooperation. Except as otherwise prohibited by law, Executive agrees that he will
not knowingly 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. 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 court order to the
Company. 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.
11. Non-Solicitation. During the period from the Separation Date through and including
December 31, 2010, Executive shall not, without the express prior written consent of Company, which
may be given or withheld by Company in its sole discretion, directly or indirectly, for himself or
on behalf of or in conjunction with any other person, company, partnership, corporation, business,
group, or other entity, employ, hire, solicit or encourage any employee or consultant of Company to
leave the employment of or cease to perform services for Company.
12. Indemnification. The Executive shall fully indemnify and hold the Company harmless for
any liability from any civil or criminal proceeding or litigation arising out of his acts or
omissions not endorsed by the Company and shall fully cooperate with the Company and the relevant
authorities in any investigation or inquiry in furtherance of such proceeding or litigation.
13. Costs. The Parties shall each bear their own costs, attorneys’ fees and other fees
incurred in connection with the preparation of this Agreement.
14. Arbitration; Injunctive Relief. The Parties agree that any and all disputes arising
out of, or relating to, the terms of this Agreement, their interpretation, and any of the matters
herein released, shall be subject to binding arbitration in Seoul, Korea before the Korean
Commercial Arbitration Board under its Arbitration Rules. 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 agree that the prevailing party in any
arbitration shall be awarded its reasonable attorneys’ fees and costs to the extent permissible
under the Arbitration Rules. The Parties hereby agree to waive their right to have any dispute
between them resolved in a court of law.
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
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dispute relating to Executive’s obligations under this Agreement and any agreements incorporated
herein by reference.
Executive acknowledges that a breach by Executive of the obligations set forth in Sections 6, 7, 8,
10 and 11 above will result in irreparable harm, and no adequate remedy at law exists. Such breach
will be deemed “material”, entitling the Company to money damages and other appropriate relief
including reimbursement of costs, reasonable attorneys’ fees and an injunction to prevent any
further breach of this Agreement.
15. Representations. Each party represents that it has had the opportunity to consult with
an attorney, and has carefully read and understands the scope and effect of the provisions of this
Agreement. Neither party has relied upon any representations or statements made by the other party
hereto which are not specifically set forth in this Agreement.
16. Severability. If any term or provision of this Agreement, or the application thereof
to any person or circumstances, will to any extent be invalid or unenforceable, the remainder of
this Agreement, or the application of such term or provision to persons or circumstances other than
those as to which it is invalid or unenforceable, will not be affected thereby, and each term and
provision of this Agreement will be valid and enforceable to the fullest extent permitted by law.
17. Entire Agreement. This Agreement and any and all Stock Option Agreements (“Stock
Option Agreements”) represent the entire agreement and understanding between the Company and
Executive concerning the subject matter of this Agreement and Executive’s relationship with the
Company, Parent and their affiliates, and supersede and replace any and all prior agreements and
understandings between the Parties concerning the subject matter of this Agreement and Executive’s
relationship with the Company, Parent and their affiliates.
18. No Oral Modification. Any modification or amendment of this Agreement, or additional
obligation assumed by either party in connection with this Agreement, shall be effective only if
placed in writing and signed by both Parties or their respective authorized representatives.
19. Governing Law. This Agreement shall be governed by the laws of the Republic of Korea,
without regard for choice of law provisions.
20. Effective Date. This Agreement is effective on October 8, 2009.
21. 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.
22. Language. This Agreement is made in the English Language and the
Korean language, and the English version shall prevail over the Korean version if there are any
discrepancies.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the dates set forth below.
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| Amkor Technology Korea, Inc. |
|||||
| Dated: October 8, 2009 | By | /s/ Xxxxx Xxx | |||
| Dated: October 8, 2009 | By | /s/KyuHyun Xxx | |||
| KyuHyun Xxx, an individual | |||||
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