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EXHIBIT 10.76
CATALYST SEMICONDUCTOR, INC.
SEVERANCE AGREEMENT
This Severance Agreement ("Agreement") is made as of this 21st day of
September 1999 between Xxxxx Xxxxx ("Employee") and Catalyst Semiconductor, Inc.
("Corporation").
WITNESSETH
WHEREAS, Employee is employed by the Corporation.
WHEREAS, the Corporation and Employee mutually desire to enter into a
severance agreement with respect to Employee's employment by the Corporation.
NOW, THEREFORE, in consideration of the mutual convents hereinafter
contained, the Corporation and Employee agree as follows:
1. INVOLUNTARY TERMINATION. If Employee's employment is terminated as a
result of Involuntary Termination other than for cause, at any time prior to
three years from this date, Employee will be entitled to consideration as
defined below:
2. SEVERANCE BENEFITS FOR INVOLUNTARY TERMINATION FOLLOWING A CHANGE OF
CONTROL.
a. Employee shall be entitled to fifty percent (50%) of his annual
base salary payable in six equal monthly installments, commencing one month
after the termination date.
b. All outstanding unvested stock options shall immediately vest
as of the date of termination and shall remain exercisable for a period of three
years after said date.
c. In addition, as of the termination date, Employee shall be
entitled to receive any unpaid salary and accrued vacation.
d. Change of control is defined as any sale of substantially all
of the Company's assets, a sale of a majority of its shares or a merger or
consolidation where the existing shareholders do not control at least 50% of the
total voting power after the event.
3. SEVERANCE BENEFITS FOR INVOLUNTARY TERMINATION APART FROM A CHANGE
OF CONTROL.
a. Employee will be entitled to twenty-five percent (25%) of his
annual base salary as of the termination date. Such payment shall be paid in six
equal monthly amounts commencing one month after the termination date.
b. All outstanding vested options as of this date shall remain
exercisable for a period of one year after termination date.
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c. In addition, as of the termination date, Employee shall be
entitled to receive any unpaid salary and accrued vacation pay.
4. No severance payment will be made under paragraphs 2 or 3 if
termination occurs, for any reason, during the first ninety (90) days of
employment.
5. CONFIDENTIAL INFORMATION. Employee shall continue to maintain the
confidentiality of all confidential and proprietary information of the
Corporation and shall continue to comply with the terms and conditions of the
Confidentiality Agreement(s) between Employee and Corporation.
6. NON-DISPARAGEMENT. Employee agrees not to disparage the Corporation
or any of its officers, directors, employees, products, vendors or customers.
7. RELEASE OF CLAIMS. Both parties agree that the foregoing
consideration represents settlement in full of all outstanding obligations owed
by Corporation to the Employee. Employee and his respective heirs, executors,
assigns and agents hereby fully and forever releases Corporation and its
officers, directors, employees, assigns and agents from any claim, duty,
obligation or cause of action relating to any matters, known or unknown, arising
from any omissions, acts or facts that have occurred up until the termination
date, including without limitation:
a. Any claims relating to Employee's employment relationship with
the Corporation.
b. Any claims relating to Employee's receipt of options and/or
purchase or sales of shares of stock of the Corporation.
c. Any claims for violation of state, federal or municipal law.
8. CONFIDENTIALITY. The parties agree to use their best efforts to
maintain in confidence the existence, contents and terms of this Agreement
except as disclosure may be required by law.
9. TAX CONSEQUENCES. The Corporation makes no representations or
warranties with respect to the tax consequences of any consideration received by
Employee under the terms of this Agreement. Employee agrees that he is solely
responsible for payment, if any, of local, state or federal taxes on all
consideration received. Employee further agrees to indemnify the Corporation for
any claims due to his failure to pay any such taxes.
10. ENTIRE AGREEMENT. This Agreement represents the entire agreement
and understanding between the Corporation and Employee concerning Employee's
relationships with the Corporation and supersedes any prior written or oral
agreements concerning Employee relationship with and compensation from the
Corporation and may not be changed except in written form signed by both
parties.
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11. GOVERNING LAW: JURISDICTION. This Agreement shall be governed by
the laws of the State of California. Any disputes shall be resolved by binding
arbitration by JAMSENDISPUTE in Santa Xxxxx County, to which binding arbitration
both parties consent.
12. NO LEGAL REPRESENTATION. Employee is advised to seek his own legal
advice in this matter and acknowledges that Venture Law Group and Xxxxxx X.
Xxxxx are acting solely as counsel for the Corporation and not for Employee.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.
Catalyst Semiconductor, Inc.
By:
/s/ Xxxx Xxxxx /s/ Xxxxx Xxxxx
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Xxxx Xxxxx In his individual capacity
President & CEO Xxxxx Xxxxx
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