Exhibit 10.25
SEVERANCE AGREEMENT
AND GENERAL RELEASE OF ALL CLAIMS
The intent of this Agreement and Release is to mutually, amicably and
finally resolve and compromise all issues and claims surrounding the
employment of XXXXXXXX X. XXXXX, (the "Employee") by ZYCAD CORPORATION, (the
"Company") and the termination thereof. The execution of this Agreement
shall not in any way be considered an admission of any liability on the part
of the Company.
1. The Employee has notified the Company that he is retiring and that his
employment with the Company is being voluntarily terminated effective
SEPTEMBER 30, 1997. In exchange for the Release described below, the Company
agrees to pay Employee the severance package as described in Section 2 below.
This amount includes money which is not due to him now, or in the future, and
which is valuable consideration for the promises and undertakings set forth
herein.
2. SEVERANCE PAY:
The Company will pay Employee Severance Pay consisting of the following:
6 months base salary $120,000
Cash in lieu of 7,500 warrants $ 10,000
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Sub-Total $130,000
3. BONUSES
Bonus under Stock Option Bonus Plan $ 47,000
Bonus for IKOS settlement $ 73,000
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Sub-Total $120,000
Grand Total $250,000
4. PAYMENT SCHEDULE:
The Company will pay Employee the Severance Pay and Bonuses specified
above over a period of twenty-four (24) months beginning OCTOBER 1, 1997 and
continuing through SEPTEMBER 30, 1999 (the "Severance Period") at the rate of
$10,416.67 per month payable on the 15th and last day of each month during
which time Employee shall be deemed an inactive employee. Severance payments
do not include FSA, car plan payments, bonuses, or any other monies.
5. GROUP INSURANCE:
Employee's group coverage for medical, dental, life and AD&D will remain
in effect through SEPTEMBER 30, 1999 at which time you may elect continuation
coverage through COBRA. The Company will cease paying the premiums for any
supplemental life insurance on September 30, 1997.
6. 401(k) PLAN:
Employee's participation in Zycad's 401(k) Plan will cease upon
termination of Severance Pay as stated above. The Company will not be liable
for matching contributions after SEPTEMBER 30, 1997. Employee may receive a
lump sum distribution for the amount of Employee's vested account balance
within approximately 90 days after ceasing participation in the Plan. If
Employee's vested account balance is greater than $3,500, Employee may elect
to leave his money in the Plan.
7. STOCK OPTIONS:
Employee has exercised all his stock options and there are no stock
options outstanding.
8. DEATH:
In the event Employee dies during the Severance Period, any unpaid
Severance Pay and Bonuses shall be paid to the Xxxxxxxx X. Xxxxx Family Trust.
9. CONFIDENTIALITY:
Employee agrees that the terms and conditions of this Agreement are
strictly confidential and shall not be disclosed to any other persons except
his counsel, immediate family, financial advisor or as required by applicable
law.
10. RELEASE:
In consideration for the payment and undertakings described above
Employee, his representatives, successors, and assigns, do hereby completely
release and forever discharge, the Company, its parent, affiliated and
subsidiary corporations, and its shareholders, officers and all other
representatives, agents, directors, employees, successors and assigns, from
all claims, rights, demands, actions, obligations, and causes of action of
any and every kind, nature and character, know or unknown, which Employee may
now have, or has ever had, against them arising from or in any way connected
with the employment relationship between the parties, any actions during the
relationship, or the termination thereof, including but not limited to all
"wrongful discharge" claims; and all claims relating to any contracts of
employment, express or implied; any tort of nature; any federal, state, or
municipal statute or ordinance; any claims under the California Fair
Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the
Age Discrimination in Employment Act of 1967, 42 U.S.C. Section 1981 and any
other laws and regulations relating to employment discrimination any and all
claims for attorney's fees and costs.
11. STATUTORY NOTICE
Employee has read Section 1542 of the Civil Code of the State of
California, which provides 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.
Employee understands that Section 1542 gives him the right not to
release existing claims of which he is not now aware, unless he voluntarily
chooses to waive this right. Having been so apprised, he nevertheless
hereby voluntarily elects to, and does, waive the rights described in Section
1542, and elects to assume all risks for claims that now exist in his favor,
KNOWN or UNKNOWN, from the subject of this Agreement.
12. ENTIRE UNDERSTANDING:
This Agreement constitutes the entire understanding of the parties on
the subjects covered. Employee expressly warrants that he has read and fully
understands this Agreement; that he has had the opportunity to consult with
legal counsel of his own choosing and to have the terms of the Agreement
fully explained to him; that he is not executing this Release in reliance on
any promises, representations or inducements other than those contained
herein; and that he is executing this Release voluntarily, free of any duress
or coercion.
ZYCAD CORPORATION
September 30, 1997 By: /s/ XXXXX X. XXXXXXXX
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President & CEO
EMPLOYEE
September 30, 1997 By: /s/ XXXXXXXX X. XXXXX
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