AGREEMENT AND GENERAL RELEASE
1.Purpose of Agreement. The intent of this Agreement and General Release (“Agreement”) is to set forth the terms upon which Xxxxxx Xxxxx (“Xx. Xxxxx”) will retire from his position as Senior Vice President, General Counsel and Secretary of Intersil Corporation (the “Company”). Xx. Xxxxx and the Company are sometimes referred to collectively as the “Parties” and each individually as a “Party”. This Agreement becomes effective on the eighth day after it is executed by Xx. Xxxxx (“Effective Date”).
2.Continued Employment and Advisory Services. Xx. Xxxxx’ responsibilities as General Counsel and Secretary of the Company will cease on Monday, November 9, 2015. Xx. Xxxxx will continue to be employed as an executive officer and senior vice president of the Company through December 31, 2015 at which time his employment with the Company will terminate (the last date of Xx. Xxxxx’ employment being referred to herein as the “Termination Date”). During the period of time from November 9, 2015 to the Termination Date, Xx. Xxxxx will perform all of his job responsibilities in a manner acceptable to the Company’s Chief Executive Officer. Provided Xx. Xxxxx accepts no other employment and complies with the provisions of this Agreement, he will continue to be paid his salary as in effect on November 9, 2015 and will continue to participate in the Company’s benefit and equity programs through December 31, 2015. In the event Xx. Xxxxx accepts other employment prior to the December 31, 2015, salary payments and participation in the Company’s benefit and equity plans will cease as of the date of his acceptance of other employment. In the event the Company terminates Xx. Xxxxx’ employment prior to December 31, 2015 without a reasonable determination that Xx. Xxxxx has failed to provide advisory services in a manner acceptable to the Chief Executive Officer, Xx. Xxxxx will continue to be paid his salary as in effect on November 9, 2015 and Xx. Xxxxx will continue to participate in the Company’s benefit and equity programs through December 31, 2015. The Company will also pay Xx. Xxxxx the cash equivalent of any accrued, unused vacation time, less any legally required State and Federal withholdings through the earlier of the day he accepts other employment and December 31, 2015. Neither Xx. Xxxxx’ continuing participation in any equity or benefit programs nor Xx. Xxxxx’ execution of this Agreement assure Xx. Xxxxx’ continued employment for any particular period of time.
3.Consideration Paid by the Company for Agreement. Provided that (i) Xx. Xxxxx has not, prior to December 31, 2015 terminated his employment with the Company or accepted other employment; (ii) the Company has not, prior to December 31, 2015 reasonably determined that Xx. Xxxxx’ employment should be terminated for failure to perform as set forth in Section 2 of this Agreement; and (iii) this Agreement and Release of All Claims (attached hereto as Exhibit A and incorporated herein by reference) have been executed on or before December 31, 2015 and not revoked by Xx. Xxxxx, the Company will pay Xx. Xxxxx consideration set forth in this Section 3 (the “Consideration”). The Consideration will consist of the following:
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a) |
Welfare Benefits: Provided that Xx. Xxxxx timely elects medical, dental and vision coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) for the period beginning January 1, 2016 and ending August 31, 2017 (the “Benefits Period”), the Company will reimburse Xx. Xxxxx, on an after tax basis, for premiums amounts paid under COBRA for the Benefits Period in excess of premium amounts paid by Xx. Xxxxx for such coverage while employed by the Company. Such reimbursement will cease if Xx. Xxxxx becomes employed by another employer which provides medical, dental and vision insurance coverage, or becomes insured other than under COBRA, prior to August 31, 2017. Any life insurance that Xx. Xxxxx had through Intersil’s life insurance program as of December31, 2015 will cease as of December 31, 2015. Xx. Xxxxx may choose to convert his current life insurance coverage per the terms of Intersil’s life insurance conversion program through CIGNA. |
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b) |
Incentive Payout: Xx. Xxxxx will also receive, dependent on the Company’s fourth quarter 2015 business results, an incentive payout, if any, calculated at the same payout factor and metrics used in 2015 for Executive Incentive Plan (“EIP”) payouts based on the Company’s fourth quarter 2015 business results. Xx. Xxxxx will also receive an incentive payout based on “actual” results on the annual MBO portion of the incentive plan. The incentive payouts, if any, will be distributed to Xx. Xxxxx at the same time payouts are made to executives at the Company. Xx. Xxxxx will not be eligible for any incentive payouts for periods beginning after December 31, 2015. |
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c) |
Lump Sum Cash Payment: The Company will provide Xx. Xxxxx a lump sum payment of $262,800 on or before January 15, 2016. |
d)Stock Options: Pursuant to provisions in the Company’s 2008 Equity Compensation Plan Terms and Conditions, stock options issued to Xx. Xxxxx prior to December, 2015 under the Company’s 2008 Equity Compensation Plan, as amended (the “Plan”), will continue to vest through July1, 2017. Any unvested stock options held by Xx. Xxxxx on July 2, 2017 will not be exercisable by Xx. Xxxxx and will expire. Xx. Xxxxx will be permitted to exercise his
vested stock options until the earlier of (i) the option expiration date or (ii) June 30, 2018. On July 1, 2018, any unexercised vested stock options held by Xx. Xxxxx will no longer be exercisable and will expire.
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e) |
Stock Units: Pursuant to provisions in the Company’s 2008 Equity Compensation Plan Terms and Conditions, unvested RSUs, DSUs and MSUs (“Stock Units”) held by Xx. Xxxxx will continue to vest through July 1, 2017. Any Stock Units held by Xx. Xxxxx that have not become vested as of July 1, 2017 will expire and be forfeited. All Stock Units that have become vested as of July 1, 2017 will be released as quickly as administratively possible, but in no event prior to the eighth day following Xx. Xxxxx’ execution of this Agreement and the Release of Claims. |
Unless expressly provided otherwise in this Agreement, the payments listed above in this Section 3 will be subject to all legally required state and federal withholdings. Should any of the Consideration be provided to Xx. Xxxxx and Xx. Xxxxx does not sign this Agreement within the twenty-one day review period or Xx. Xxxxx signs and subsequently revokes the Agreement as provided herein, Xx. Xxxxx shall immediately reimburse Company for the full amount of any Consideration paid to Xx. Xxxxx or paid on Xx. Xxxxx’ behalf by the Company. Xx. Xxxxx acknowledges and agrees that but for Xx. Xxxxx’ execution of this Agreement and the Release of Claims, Xx. Xxxxx would not otherwise be entitled to the Consideration.
4.Release and Waiver. In consideration for the payments and undertakings described in this Agreement, Xx. Xxxxx releases and waives any and all claims that he might possibly have against the Company, whether Xx. Xxxxx is aware of them or not. In legal terms, this means that, individually and on behalf of Xx. Xxxxx’ representatives, successors, and assigns, Xx. Xxxxx does hereby completely release and forever discharge the Company, its parents, subsidiaries, affiliates, successors, assigns, directors, officers, managers, agents, and past and present employees (“the Releasees”) from all claims, rights, demands, actions, obligations, and causes of action of any and every kind, nature and character, known or unknown, which Xx. Xxxxx may now have, or has ever had, against them arising from or in any way connected with Xx. Xxxxx’ employment with the Company and/or the termination thereof. Other than Worker’s Compensation claims and claims for California unemployment insurance benefits, which are not subject to this Agreement, this release and waiver covers all federal, state, statutory, common law, constitutional and other claims, including but not limited to:
a)Any and all claims for wrongful discharge, constructive discharge, or wrongful demotion;
b)Any and all claims relating to any contracts of employment, express or implied, or breach of the covenant of good faith and fair dealing, express or implied;
c)Any and all tort claims of any nature, including but not limited to claims for negligence, defamation, misrepresentation, fraud, or negligent or intentional infliction of emotional distress;
d)Any and all claims for wages, salary, commissions, bonuses, or any other compensation or benefits of any kind, and associated penalties and interest;
e)Any and all claims for disability benefits of any kind;
f)Any and all claims for retaliation or for discrimination or harassment based on sex, race, age, national origin, religion, disability, medical condition, or any other protected characteristic under federal, state or municipal statutes or ordinances; any claims whatsoever under the California Fair Employment and Housing Act, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age Discrimination in Employment Act, the Xxxxx Act, the Whistleblower Protection Act, the Worker Adjustment and Retraining Notification Act, the Federal False Claims Act, the Rehabilitation Act of 1973, the Equal Pay Act, the Older Workers’ Benefit Protection Act, the Americans With Disabilities Act, the Employment Retirement Income Security Act, the Family and Medical Leave Act, the California Family Right Act, the California Labor Code, and all other local, state, and federal laws and regulations relating to or governing the employment; and
g)Any and all claims for attorneys’ fees or costs.
Xx. Xxxxx agrees to never file any lawsuits or complaints or institute any legal, equitable, or administrative proceedings, asserting any claims or rights that are released under this Agreement, and waives any and all claims of reassignment or reinstatement by Company, except as otherwise allowed under the law. Xx. Xxxxx further agrees that if any such claim is prosecuted in Xx. Xxxxx name before any court or administrative agency, Xx. Xxxxx waives and agrees not to take any award of money or other damages from such suit, except in the event that Company is in breach of this Agreement.
5.All Wages Paid. The Company has paid or will pay in accordance with normal payroll procedures all wages and remuneration of any kind owed to Xx. Xxxxx as a result of services provided by Xx. Xxxxx to the Company through the earlier of December 31, 2015 and the date Xx. Xxxxx accepts other employment, including but not limited to Xx. Xxxxx’ salary through his last day of employment, all accrued, unused vacation pay through that date, all overtime compensation, all bonuses owed to Xx. Xxxxx through that date, and all authorized, reimbursable business expenses, if any, incurred by Xx. Xxxxx as a result of Xx. Xxxxx’ employment with the Company. Xx. Xxxxx represents, warrants and agrees that upon payment of the payment set forth in this Agreement he has no claims for unpaid wages, missed and/or interrupted meal and rest periods, bonuses or other compensation against the Company.
6.Waiver of Unknown Future Claims. Xx. Xxxxx 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.
Xx. Xxxxx understands that Section 1542 gives Xx. Xxxxx the right not to release existing claims of which Xx. Xxxxx is not now aware, unless Xx. Xxxxx voluntarily chooses to waive this right. Even though Xx. Xxxxx is aware of this right, Xx. Xxxxx nevertheless hereby voluntarily waives the rights described in Section 1542, and elects to assume all risks for claims that now exist in Xx. Xxxxx’ favor, known or unknown, arising from the subject matter of this Agreement.
7.Return of Company Property. Xx. Xxxxx hereby represents that he has returned (or will return no later than December 31, 2015) to the Company all property belonging to the Company, including but not limited to all proprietary and/or confidential information and documents in any form belonging to the Company, notebook computer, keys, badge, computer user name and password, and voicemail password. Xx. Xxxxx further acknowledges and agrees that the Company shall have no obligation to make the payment(s) and provide the benefits referred to in this Agreement unless and until Xx. Xxxxx has satisfied all of the obligations pursuant to this paragraph.
0.Xxxxxxx’s Trade Secret / Confidential Information. Xx. Xxxxx agrees that the Company is engaged in a highly competitive business. The Company's involvement in this business has required and continues to require the expenditure of substantial amounts of money and the use of skills developed over a long period of time. As a result of these investments of money, skill and time, the Company has developed and will continue to develop certain valuable trade secrets and confidential information that are peculiar to the Company's business and the disclosure of which would cause the Company great and irreparable harm.
The term "Trade Secrets" means any information, design, process, procedure, formula or improvement that is valuable and not generally known to the Company's competitors. To the fullest extent consistent with the foregoing, and otherwise lawful, Trade Secrets shall include, without limitation, information and documentation pertaining to the design, specifications, capacity, testing, installation, implementation and customizing techniques and procedures concerning the Company's present and future products and services.
The term "Confidential Information" means any data or information and documentation, other than Trade Secrets, which is valuable to the Company and not generally known to the public, including but not limited to financial information, supply and service information, marketing information, personnel information, and customer information.
Xx. Xxxxx agrees, except as specifically required in the performance of Xx. Xxxxx’ duties for the Company, that Xx. Xxxxx will not, during the course of Xx. Xxxxx’ employment by the Company and for so long thereafter as the pertinent information or documentation remain Trade Secrets, directly or indirectly use, disclose or disseminate to any other person, organization or entity or otherwise employ any Trade Secrets or Confidential Information. The restrictions set forth herein shall not apply to any Trade Secrets or Confidential Information which shall have become generally known to competitors of the Company through no act or omission of Xx. Xxxxx.
9.Confidentiality of Agreement. The parties agree that the terms and conditions of this Agreement are strictly confidential and neither party shall disclose, discuss or reveal the existence or the terms of this Agreement to any persons, entities or organizations except as follows: (a) as required by court order; (b) to Xx. Xxxxx’ spouse; or (c) to either party’s employees with a need to know, attorneys, and accountants. Xx. Xxxxx further agrees that neither he, respective family members, attorneys, nor agents shall issue any publicity release to any news media or the internet or otherwise publicize or give out in any manner the term of this Agreement, any facts relating to the settlement of these matters, or any information obtained from the Company during the
course of this Litigation, or any information regarding his claims against Company, including but not limited to the contents of documents produced to Xx. Xxxxx and Xx. Xxxxx’ counsel by the Company. Except as otherwise provided herein, Xx. Xxxxx agrees not to assist or facilitate the pursuit of any claims, lawsuits, complaints or charges against the Company by any other person or party in any courts or governmental agency proceedings which relate or refer to group insurance plans or group insurance policies issued by the Company. The foregoing restrictions do not apply to any documents which are Xx. Xxxxx’ own medical records so long as any notes, Xxxxx labels, or other identifiers regarding the Company that may have been affixed to those medical records have first been redacted. In the event of a breach by Xx. Xxxxx of the terms of this paragraph, Company may commence an action for all remedies allowed by law or equity to restrain such breaches and for damages.
10. Non-Disparagement, Non-Solicitation and Use of Confidential Information and Trade Secrets.
a) Xx. Xxxxx agrees that he will not engage in any conduct that is injurious to the Company's reputation and interests, including but not limited to disparaging (or inducing or encouraging others to disparage) the Company or any of its directors, officers, employees or agents. Company agrees not to engage in any disparagement of Xx. Xxxxx. Notwithstanding the above, neither Xx. Xxxxx nor the Company shall be prohibited from providing truthful information in response to a subpoena or other legal process.
b) Xx. Xxxxx agrees that during his employment with the Company and until December 31, 2016, Xx. Xxxxx shall not use confidential or trade secret information to solicit or induce, or cause to solicit or induce, directly or indirectly, any employees, consultants or agents of the Company, to leave the Company or in any way modify their relationship with the Company. This restriction includes disclosing or otherwise using any information concerning the Company's employees.
c) Xx. Xxxxx shall not use Company confidential or trade secret information to interfere, directly or indirectly, with any business relationship between the Company, on the one hand, and any other person or entity, on the other hand.
In the event of Xx. Xxxxx’ breach of this Section 10, the Company shall be entitled to permanently cease any and all payment of the Consideration and invoke any and all remedies against Xx. Xxxxx that may be available under applicable laws or this Agreement.
11.Interpretation and Construction of Agreement. This Agreement shall be construed, interpreted, and governed in accordance with the laws of the State of California without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of California to the rights and duties of the parties. Regardless of which party initially drafted this Agreement, it shall not be construed against any one party, and shall be construed and enforced as a mutually prepared Agreement.
00.Xx Admission of Liability. By entering into this Agreement, the Company is not admitting to any liability, wrongdoing or legal violation whatsoever with regard the employment relationship between the parties or with respect to any claims released herein. The Company expressly denies any and all such liability and wrongdoing.
13.Waiting Period. Pursuant to the Age Discrimination in Employment Act and the Older Workers’ Benefit Protection Act, the Company hereby advises Xx. Xxxxx to consult with an attorney prior to signing this Agreement. The Company also advises Xx. Xxxxx that Xx. Xxxxx has up to twenty-one (21) days within which to consider whether Xx. Xxxxx should sign this Agreement. Xx. Xxxxx may execute the Agreement at any time within this 21-day period. In addition, should Xx. Xxxxx choose to sign the Agreement, Xx. Xxxxx shall have seven (7) days following the date on which he signed the Agreement to revoke it by faxing a written revocation to the Company’s Senior Vice President of Human Resources, facsimile number 000-000-0000. This Agreement does not become effective until after this seven-day revocation period has elapsed.
14.Complete and Voluntary Agreement. Xx. Xxxxx acknowledges that Xx. Xxxxx has read and understands this Agreement; that Xx. Xxxxx has had the opportunity to seek legal counsel of her own choosing and to have the terms of the Agreement fully explained to Xx. Xxxxx and may have been assisted by legal counsel in the negotiation of the terms of this Agreement; that Xx. Xxxxx is not executing this Agreement in reliance on any promises, representations or inducements other than those contained herein; and that Xx. Xxxxx is executing this Agreement voluntarily, free of any duress or coercion. Xx. Xxxxx specifically understands that by entering into this Agreement Xx. Xxxxx is forever foreclosed from pursuing any of the claims Xx. Xxxxx has released and waived pursuant to Sections 4 and 6 above. Xx. Xxxxx acknowledges that the Company does not warrant or represent tax consequences, if any, of this Agreement and Xx. Xxxxx agrees that Xx. Xxxxx is relying on Xx. Xxxxx’ own legal and/or tax advisor and not the Company with respect to any aspects of this Agreement. Any tax or costs, attorneys’ fees, penalties, or interest incurred or assessed to Xx. Xxxxx are Xx. Xxxxx’ sole responsibility.
15.Savings Clause. Should any of the provisions of this Agreement be determined to be invalid or unenforceable by a court or government agency of competent jurisdiction, it is agreed that such determination shall not affect the enforceability
of the other provisions herein. The parties intend that this Agreement be enforced to the fullest extent permitted by law and agree that it does not cover claims which cannot be released as a matter of law.
16.Scope of Agreement. This Agreement constitutes the entire understanding of the parties on the subjects covered. Except as expressly provided herein and except for the terms of Xx. Xxxxx’ Agreement concerning Intersil’s proprietary and confidential information, this Agreement supersedes and renders null and void any and all prior agreements between Xx. Xxxxx and the Company. No provision of this Agreement may be waived except by a writing signed by the Party to be charged, nor may this Agreement be amended except by a writing executed by both Parties. Should either party default in any material manner with respect to the obligations herein, the non-defaulting party shall have all remedies allowed by law and equity, and the non-breaching party shall be entitled to recover its reasonable attorneys’ fees, expenses, and costs incurred in enforcing this Agreement.
17.Mediation & Arbitration. All claims or disputes relating to this Agreement or Xx. Xxxxx’ employment with the Company including but not limited to any disputes or claims relating to Xx. Xxxxx’ compensation, benefits, promotions, demotions, discipline, treatment, adverse employment actions, discharge and other terms and conditions of Xx. Xxxxx’ employment which cannot be settled through direct discussions, shall be submitted to mediation administered by the National Arbitration Forum under its rules in effect on the date of this Agreement. If such claim or dispute cannot be settled by mediation, the Company and Xx. Xxxxx agree to settle the claim or dispute by binding arbitration before a single arbitrator in accordance with the rules of the National Arbitration Forum in effect on the date of this Agreement. The Company and Xx. Xxxxx hereby waive any right to a jury trial in favor of arbitration of any such claims or disputes including any and all claims for compensation or benefits of any kind, breach of contract, discrimination, harassment, retaliation, any tort of any nature, and any and all claims arising under any federal, state or local statute, law, ordinance or regulation, including but not limited to the Civil Rights Act of 1866, 1964 (Title VII) and 1991, the Age Discrimination and Employment Act of 1967, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, the Equal Pay Act, the Americans with Disabilities Act of 1990, the Family and Medical Leave Act, and all amendments to such laws; except an action for damages or injunctive relief to enforce any provisions of this Agreement or those related to the breach or threatened breach of the Company’s Employee Agreement may, at the Company’s discretion be brought in any court having jurisdiction thereof or be settled by arbitration pursuant to this Section 17. Any award entered by the arbitrator, including awards for monetary damages and injunctive relief, shall be final and binding and judgment may be entered thereon by any party in any court of competent jurisdiction. The Federal Rules of Civil Procedure and the Federal Rules of Evidence shall apply to any arbitration proceedings and the arbitrator shall have the power to decide any motions brought by Xx. Xxxxx or the Company including motions for summary judgment. The arbitrator shall have the power to award attorney’s fees and costs available under applicable law. Except as otherwise agreed by the Company and Xx. Xxxxx, all mediation and arbitration proceedings shall be held in Santa Xxxxx County, California.
18.Section 409A. Notwithstanding any other provision of this Agreement to the contrary, if Xx. Xxxxx is a "specified employee" within the meaning of Section 409A of the Code and the regulations issued thereunder, and a payment or benefit provided for in this Agreement would be subject to additional tax under Code Section 409A if such payment or benefit is paid within six months after your "separation from service" (within the meaning of Code Section 409A), then such payment or benefit required under this Agreement shall not be paid (or commence) during the six-month period immediately following your separation from service except as provided in the immediately following sentence. In such an event, any payments or benefits that would otherwise have been made or provided during such six-month period and which would have incurred such additional tax under Code Section 409A shall instead be paid to Xx. Xxxxx (with simple interest calculated thereon at LIBOR plus 50 basis points as of the date of such separation from service) in a lump-sum payment on the earlier of (i) the first business day of the seventh month following Xx. Xxxxx’ separation from service or (ii) the 10th business day following Xx. Xxxxx’ death. If Xx. Xxxxx’ termination of employment hereunder does not constitute a "separation from service" within the meaning of Code Section 409A, then any amounts payable hereunder on account of a termination of Xx. Xxxxx’ employment and which are subject to Code Section 409A shall not be paid until Xx. Xxxxx has experienced a "separation from service" within the meaning of Code Section 409A.
PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A FULL RELEASE OF LEGAL CLAIMS, BOTH KNOWN CLAIMS AND UNKNOWN CLAIMS.
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned parties have executed the foregoing Agreement.
Xxxxxx Xxxxx:
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Xxxxxx Xxxxx
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Company:
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Xxxx Xxxxxx
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Exhibit A
Intersil Corporation
Employee Release Agreement
Except as otherwise set forth in this Employee Release Agreement (the “Agreement”), I, Xxxxxx Xxxxx, hereby release, acquit and forever discharge Intersil Corporation (the “Company”), its parents and subsidiaries, and their respective officers, directors, agents, servants, employees, shareholders, successors, assigns and affiliates, of and from any and all claims, liabilities, demands, causes of action, costs, expenses, attorneys’ fees, damages, indemnities and obligations of every kind and nature, in law, equity, or otherwise, known and unknown, suspected and unsuspected, disclosed and undisclosed (other than any claim for indemnification I may have as a result of any third party action against me based on my employment with the Company), arising out of or in any way related to agreements, events, acts or conduct at any time prior to and including the date I sign this Agreement, including but not limited to: all such claims and demands directly or indirectly arising out of or in any way connected with my employment with the Company or the termination of that employment, including but not limited to, claims of intentional and negligent infliction of emotional distress, any and all tort claims for personal injury, claims or demands related to salary, bonuses, commissions, stock, stock options, or any other ownership interests in the Company, vacation pay, fringe benefits, expense reimbursements, severance pay, or any other form of compensation; claims pursuant to any federal, state or local law or cause of action including, but not limited to, the federal Civil Rights Act of 1964, as amended; the federal Age Discrimination in Employment Act of 1967, as amended (“ADEA”); the federal Americans with Disabilities Act of 1990; the California Fair Employment and Housing Act, as amended; the California False Claims Act; the Xxxxx Civil Rights Act; tort law; contract law; wrongful discharge; discrimination; fraud; defamation; emotional distress; and breach of the implied covenant of good faith and fair dealing; provided, however, that nothing in this paragraph shall be construed in any way to release the Company from its obligation to indemnify me pursuant to the Company’s Indemnity Agreement and to provide me with continued coverage under the Company’s directors and officers liability insurance policy to the same extent that it has provided such coverage to previously departed officers and directors of the Company and to provide me with the rights, benefits and payments set forth in the Agreement and General Release entered into by the Company and me dated November 9, 2015 (the “Agreement”).
I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads 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.”
I hereby expressly waive and relinquish all rights and benefits under that section and any law of any jurisdiction of similar effect with respect to my release of any claims I may have against the Company or any other related party identified above. Accordingly, I agree and acknowledge that the above general release provision applies not only to claims that are presently known, suspected, or disclosed to me, but also to claims that are presently unknown, unsuspected, or undisclosed to me. I acknowledge that I am assuming the risk that the facts may turn out to be different from what I believe them to be and agree that the general release in this Agreement shall be in all respects effective and not subject to termination or rescission because of such mistaken belief.
I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA. I also acknowledge that the consideration given for the waiver and release described in the Separation Letter is in addition to anything of value which I was already entitled. I further acknowledge that I have been advised by this writing, as required by the ADEA, that: (a) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Agreement; (b) I have the right to consult with an attorney prior to executing this Agreement and have been advised to do so; (c) I have twenty-one (21) days to consider this Agreement (although I may choose to voluntarily execute this Agreement earlier); (d) I have seven (7) days following my execution of this Agreement to revoke the Agreement by providing written notice to the Company; and (e) this Agreement shall not be effective until the date upon which the revocation period has expired without exercise, which shall be the eighth day after this Agreement is executed by me.
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Xxxxxx Xxxxx
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