May 12, 1997
Xxxxx X. Xxxxxx
00 Xxxxxx Xxx Xxx Xxxxxxx
Xxxxxxxx, XX 00000
Dear Ed:
This letter, upon your signature, will constitute the Separation Agreement
(Agreement) between you and Informix Software, Inc. (Informix) on the terms of
your separation from employment with Informix.
EMPLOYMENT TERMS
1. Your last day of work was April 5, 1997.
2. In consideration of your acceptance of this Agreement, Informix will
provide you with the following:
(a) A notice period from April 5, 1997 through April 30, 1997. You
will not accrue additional vacation and sick leave after April 30, 1997.
(b) Six (6) months salary at your current rate of $18,250.00 per
month less customary payroll deductions will be paid in accordance with Informix
payroll practice ratably over the period beginning May 1, 1997 and ending
October 31, 1997 (the "Period"). You will continue to receive Informix paid
health insurance benefits during the Period.
(c) With your final check at the end of the Period, you will
receive balances due for accrued vacation and one-half of accrued sick leave, up
to a maximum of 40 hours. Through April 30, 1997, you have accrued, and will be
paid, as set forth herein, for the following:
240 hours of vacation
40 hours of sick leave
(d) Should you be subject to Japanese taxes related to your
Informix salary and bonus (excluding stock options and ESPP income), as a result
of your work conducted in Japan, Informix agrees to provide you with tax
protection. Under this arrangement, you will be responsible for the payment of
any and all Japanese, US, state income and social taxes incurred while you were
working in Japan. In recognition of the payment of such actual liabilities by
you, Informix agrees to protect you from the cost of any additional tax in
excess of that which you would have paid if you had remained solely in the
United States. Specifically, Informix will reimburse you for the incremental
cost of actual taxes in excess of a hypothetical US and state tax based upon
your domestic cash compensation (i.e. base salary and bonus). This computation
will be made at the end of the 1997 tax
Xxxxx X. Xxxxxx
May 12, 1997
Page 2
year by the company appointed tax advisor, Ernst and Young. You should contact
Xxxxx Xxxxxx of Xxxxx and Xxxxx at (000) 000-0000 within two weeks, to determine
if any foreign tax obligations exist.
REGULAR BENEFITS
3. You have received or will receive by separate cover information
regarding your rights to health insurance continuation (COBRA rights). To the
extent that you have rights, nothing in this Agreement will impair those rights.
RETURN OF COMPANY INFORMATION OR MATERIALS
4. You have returned or will immediately return to Informix all Informix
owned property and any information you have about Informix's practices,
procedures, trade secrets, customer lists or product marketing. You have
previously signed an agreement regarding Confidential Information and Trade
Secrets. A copy of that agreement is attached. Please keep in mind those terms
of the agreement that remain in effect after you leave Informix.
RELEASE
5. You waive and release and promise never to assert any and all claims
that you have or might have against Informix and its predecessors, subsidiaries,
related entities, officers, directors, shareholders, agents, attorneys,
employees, successors, or assigns, arising from or related to your employment
with Informix and/or the termination of your employment with Informix including
claims in contract, tort or under any statute, law or regulation. These claims
include, but are not limited to, claims for discrimination arising under
federal, state and local statutory or common law, such as the Age Discrimination
in Employment Act, Title VII of the Civil Rights Act of 1964, California Fair
Employment and Housing Act and the Americans with Disabilities Act.
RELEASE--Section 1542
6. You also waive and release and promise never to assert any such
claims, even if you do not believe that you have such claims. You therefore
waive your rights under section 1542 of the Civil Code of California which
state:
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 by him must have materially affected his
settlement with the debtor.
CONFIDENTIALITY
Xxxxx X. Xxxxxx
May 12, 1997
Page 3
7. You will not, unless required by law, disclose to others any
information regarding the terms of this Agreement, the money and/or benefits
being paid under it or the fact of its payment, except that you may disclose
this information to your attorney, accountant or other professional advisor to
whom you must make the disclosure in order for them to render professional
services to you. You will instruct them and they must agree, however, to
maintain the confidentiality of this information just as you must.
REMEDY FOR BREACH
8. In the event that you breach any of your obligations under this
Agreement or as otherwise imposed by law, Informix will be entitled to recover
the benefit paid under the agreement and to obtain all other relief provided by
law or equity. In addition, Informix will be entitled to recover its fees and
costs.
INTEGRATION CLAUSE/EFFECTIVE DATE
9. This Agreement represents the full agreement between you and Informix
regarding termination of employment. This Agreement supersedes and is in lieu
of all prior oral or written agreements and may not be changed except in writing
signed by you and myself or my delegee.
EMPLOYMENT RIGHTS
10. Nothing in this Agreement is intended to create any rights to
employment or employment benefits except as expressly set forth in this
Agreement.
OWBPA--PERSONS OVER 40/EFFECTIVE DATE
11. The following is required by the Older Workers Benefit Protection Act:
You have up to 21 days from the date of this letter, or June 2, 1997 to
accept the terms of this Agreement, although you may accept it at any time
within those 21 days. You are advised to consult an attorney about the
Agreement.
To accept the Agreement, please date and sign this letter and return it to
me. (An extra copy for your files is enclosed.) Once you do so, you will still
have an additional 7 days in which to revoke your acceptance. To revoke, you
must send me a written statement of revocation. If you do not revoke, the
eighth day after the date of your acceptance will be the Effective Date of the
agreement.
Ed, I am pleased that we were able to address and agree on the terms of
your departure from Informix. Informix and I wish you every success in your
future endeavors.
Xxxxx X. Xxxxxx
May 12, 1997
Page 4
Sincerely,
/s/ Xxx Xxxx
On behalf of Informix Software, Inc.
Xxx Xxxx
Vice President
Human Resources
By signing this letter, I acknowledge that I have had the opportunity to
review this Agreement with an attorney of my choice; that I understand the terms
of the Agreement; and that I voluntarily agree to them.
Dated: June 2, 1997
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/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Attachments
