RELEASE OF CLAIMS
EXHIBIT 10.26
This Release of Claims (“Release”) is entered this 13th day of March, 2006, by and between Xxx
Xxxx and Palm, Inc. (“Palm”) pursuant to and in accordance with the terms of the July 10, 2002
Severance Agreement (“Severance Agreement”) between the parties.
The parties hereby acknowledge and agree that Xx. Xxxx is eligible for the severance benefits
described in Section 2 of the Severance Agreement in connection with his separation from employment
with Palm, effective March 24, 2006 (“Termination Date”).
Except with respect to the obligations created by, acknowledged by, or arising out of this
Release, Xx. Xxxx, on behalf of himself, his heirs, administrators, representatives, executors,
successors and assigns (the “Xxxx Parties”), and each of them, hereby releases Palm, its current
and former stockholders, directors, officers, employees, agents, attorneys, successors and assigns
(the “Palm Parties”), and each of them, of and from any and all claims, actions and causes of
action, whether now known or unknown, which the Xxxx Parties now have, ever had, or shall or may
hereafter have against the Palm Parties, or any of them, based upon or arising out of any matter,
cause, fact, thing, act or omission whatsoever occurring or existing at any time up to and
including the date of this Release, including, but not limited to, any claims arising from or
related to Xx. Xxxx’x employment with Palm or the termination of that employment, and any claims of
breach of contract, wrongful termination, fraud, defamation, infliction of emotional distress or
discrimination due to national origin, race, religion, age, sex, sexual orientation, disability or
other discrimination or harassment under the Civil Rights Act of 1964, the Age Discrimination in
Employment Act of 1967, the Americans with Disabilities Act, the California Fair Employment and
Housing Act or any other applicable law. The foregoing release shall not extend to any right of
indemnification the Xxxx Parties have or may have for liabilities arising from Xx. Xxxx’x actions
within the course and scope of his employment with Palm.
In connection with the foregoing general release, Xx. Xxxx acknowledges that he has read and
understands Section 1542 of the Civil Code of the State of California, which provides in full as
follows:
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.
Xx. Xxxx, on behalf off the Xxxx parties, hereby expressly waives and relinquishes all rights and
benefits he has or may have under Section 1542 with respect to the release of unknown claims
granted in this agreement. Xx. Xxxx acknowledges that he or his agents may hereafter discover
facts or claims in addition to or different from those he now knows or believes to exist, but that
he nevertheless intends to fully and finally settle all claims released herein.
Xx. Xxxx further warrants and represents that he has not voluntarily, by operation of law, or
otherwise, assigned or transferred to any other person or entity any interest in all or any portion
of those claims, actions, and causes of action released by this agreement.
In addition to the benefits set forth in Section 2 of the Severance Agreement, an incremental
twenty-five percent of those shares of stock that Xx. Xxxx has purchased from the Company and that
remain subject to a right of repurchase on the Termination Date will vest on the Termination Date
and the Company’s right of repurchase will terminate on that date.
Xx. Xxxx acknowledges that the Palm, Inc. Employee Agreement between him and Palm, dated and
effective as of July 24, 2001 (“Employee Agreement”), imposes obligations on him that survive the
termination of his employment, and he hereby agrees to honor such obligations.
This Release, the Severance Agreement and the Employee Agreement, together with those certain
stock option and employee stock purchase agreements documenting options granted to Xx. Xxxx or his
participation in Palm’s employee stock purchase plan, constitute the entire understanding and
agreement between Xx. Xxxx and Palm concerning his employment with Palm and the termination of that
employment, and supersede any prior negotiations, agreements and understandings, whether written or
oral, with respect thereto.
If any provision of this Release, or the application thereof, shall for any reason and to any
extent be held invalid or unenforceable under any applicable law by an arbitrator or a court of
competent jurisdiction, the remainder of this Release shall be interpreted so as best to reasonably
effect the intent of the parties hereto. The parties further agree to replace any such invalid or
unenforceable provision with a valid and enforceable provision that will achieve, to the extent
possible, the economic, business and other objectives of the invalid or unenforceable provision.
Any waiver, modification or amendment of any provision of this Release shall be effective only
if in writing and signed by the parties hereto.
This Release is not assignable by either party, except that Palm may assign it in connection
with an acquisition, merger, consolidation or sale of all or substantially all of the assets of the
company. In the event of any such merger or transfer of assets, the surviving corporation or the
transferee of Palm’s assets shall be bound by and shall have the benefit of the provisions of this
Release, the Severance Agreement, the Employee Agreement and the applicable stock option and stock
purchase agreements, and Palm shall take all actions necessary to insure that any such corporation
or transferee is bound by the provisions of this Release and all such agreements.
This Release will be governed by and construed according to the laws of the State of
California.
XX. XXXX UNDERSTANDS THAT HE SHOULD CONSULT WITH AN ATTORNEY PRIOR TO SIGNING THIS RELEASE AND
THAT HE IS GIVING UP ANY LEGAL CLAIMS HE HAS OR MAY HAVE AGAINST THE PALM PARTIES BY SIGNING THIS
RELEASE. XX. XXXX ALSO UNDERSTANDS THAT HE MAY HAVE UP TO 21 DAYS
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TO CONSIDER THIS AGREEMENT, THAT HE MAY REVOKE IT AT ANY TIME DURING THE SEVEN DAYS AFTER
SIGNING IT BY WRITTEN NOTICE TO XXXX XXXX, SENIOR VICE PRESIDENT OF HUMAN RESOURCES FOR PALM, AND
THAT IT WILL NOT BECOME EFFECTIVE UNTIL THAT 7-DAY PERIOD HAS PASSED. XX. XXXX HEREBY ACKNOWLEDGES
THAT HE IS SIGNING THIS AGREEMENT KNOWINGLY, WILLINGLY AND VOLUNTARILY IN EXCHANGE FOR THE
COMPENSATION AND BENEFITS DESCRIBED IN THE SEVERANCE AGREEMENT AND IN THIS DOCUMENT, WHICH EXCEED
THOSE TO WHICH HE WOULD OTHERWISE HAVE BEEN ENTITLED.
Palm, Inc. |
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/s/ Xxxx Xxxx
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/s/ Xxxxxxx X. Xxxx | |
Xxxx Xxxx, Senior V.P., Human Resources
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Xxx Xxxx | |
Date: March 13, 2006
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Date: March 13, 2006 |
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