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Exhibit 10.17
VERSANT OBJECT TECHNOLOGY CORP AND XXXXX XXXXX
SETTLEMENT AGREEMENT AND RELEASE OF CLAIMS
This Settlement Agreement and Release of Claims (the "Agreement") is made as of
January 7, 1998 by and between Xxxxx Xxxxx ("XX. XXXXX") and Versant Object
Technology Corporation, a California Corporation ("VERSANT").
RECITALS
A. Xx. Xxxxx was employed by Versant as President and Chief Executive
Officer from April 15, 1993 until his resignation effective January 7,
1998.
B. Xx. Xxxxx and Versant desire to finally and completely settle all
matters between them and to enter into a mutually beneficial severance
arrangement under the terms of this Agreement,
C. Nothing contained in this Agreement, and no act taken pursuant to it,
will constitute an admission by either party of any unfulfilled
obligations or liability to the other party.
BASED ON THE RECITALS THE PARTIES AGREE AS FOLLOWS:
1. Xx. Xxxxx has resigned from Versant as its President and Chief
Executive Officer and any other employee position effective January 7,
1998. Xx. Xxxxx has not resigned as a member of the Board of Directors
of Versant Object Technology Corporation, or from the Board of
Directors of any of Versant's wholly owned subsidiaries including
Versant Object Technology Pty Ltd., Versant Object Technology SARL,
Versant Object Technology LTD and Versant Object Technology GmbH.
2. Xx. Xxxxx affirms and acknowledges that he has received payment for all
salary, bonuses, accrued but unused, vacation, sick pay and any other
compensation owed to him by Versant, as of January 7, 1998. Xx. Xxxxx
acknowledges that Versant has fully paid, on a timely basis, all
compensation amounts owing to him as of the date of this Agreement. Xx.
Xxxxx also acknowledges that Versant has reimbursed him all of his
authorized expenses incurred to date hereof.
3. For a period of one (1) year from January 7, 1998 (the "Salary
Continuation Period"), Versant will continue to pay to Xx. Xxxxx his
base salary of $210,000 per year ($17,500 per month). These payments
are guaranteed in the event of Mr. Bank's death during the Salary
Continuation Period. In such event the scheduled payments shall be made
to Mr. Bank's estate.
4. During this Salary Continuation Period, Mr. Bank's shall continue to
have Versant supplied insurance benefits, email address, and income tax
returns preparation by Xxxxxx Xxxxxxxx as existed on January 7, 1998.
5. During the Salary Continuation Period, Mr. Bank's options and unvested
shares will continue to vest. The exercise date on which Xx. Xxxxx must
exercise all of his options vested since the start of his employment
with Versant, will be 90 days after the end of this Salary Continuation
Period. Xx. Xxxxx acknowledges that his stock options may have to be
converted to non qualified options or such other options as required by
law.
6. During the Salary Continuation Period, Xx. Xxxxx shall be paid a one
time bonus of $62,250 to be paid in 12 equal monthly installments
beginning with the first regular Versant pay period after January 8,
1998.
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7. Xx. Xxxxx represents that he will return to Versant all documents,
computer stored data or other information relating to Versant and its
Confidential Information as well as its property, equipment and other
materials belonging to Versant that were provided to him by Versant in
connection with his employment. Notwithstanding the foregoing, Versant
shall allow Xx. Xxxxx to retain the Versant supplied IBM ThinkPad
Notebook used by Xx. Xxxxx prior to January 7, 1998.
8. Versant shall have no other obligation to re-employ Xx. Xxxxx and Xx.
Xxxxx will not otherwise seek employment with Versant or any of its
related companies.
9. Xx. Xxxxx, on behalf of himself and his heirs, successors, agents, and
all other persons who could assert a claim based on Mr. Bank's
relationship and/or dealings with Versant, hereby waives and releases,
and promises never to assert, any and all claims that exist, or might
exist, against Versant and its current and former predecessors,
successors, parents, affiliates, subsidiaries, directors, officers
employees, contractors, stockholders, customers, agents, attorneys,
insurers, and assigns connected with, related to or arising from his
relationship with Versant through the date hereof. These released
claims include, but are not limited to, claims arising under federal,
state, or local law; California Fair Employment and Housing Acts, as
amended; California Age Discrimination in Employment Act, Older Workers
Benefit Protection Act, Title VII of the 1964 Civil Rights Act as
amended, and other federal, state, or local law whether based on
statute or common law and whether sounding in tort or in contract, and
any claim for attorneys fees. This release does not extend to any
rights or liabilities created by this Agreement. Notwithstanding the
foregoing, Xx. Xxxxx does not waive any indemnification rights he may
have including his rights pursuant to that certain Indemnity Agreement
between Xx. Xxxxx and Versant dated June 13, 1996.
10 XX. XXXXX ALSO WAIVES AND RELEASES AND PROMISES NEVER TO ASSERT ANY OF
THE CLAIMS DESCRIBED IN PARAGRAPH 9 ABOVE, RESPECTIVELY, EVEN IF HE
DOES NOT BELIEVE THAT HE HAS ANY SUCH CLAIM. XX. XXXXX THEREFORE WAIVES
HIS RIGHTS UNDER CALIFORNIA CIVIL CODE SECTION 1542 WHICH STATES:
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 TO HIM MUST HAVE
MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.
XX. XXXXX ALSO WAIVES HIS RIGHTS UNDER ANY OTHER STATUE OR COMMON LAW
PRINCIPLE OF SIMILAR EFFECT. XX. XXXXX INTENDS, BY HIS RELEASE OF
CLAIMS SET FORTH IN PARAGRAPH 9 ABOVE, TO RELEASE ALL SUCH CLAIMS
WHETHER KNOWN OR UNKNOWN TO HIM.
11. Versant, on behalf of itself and its successors, agents and all other
persons who could assert a claim based on Versant's relationship and/or
dealings with Xx. Xxxxx, hereby waives and releases and promises never
to assert any and all claims that exist, or that might exist, against
Xx. Xxxxx connected with, related to, or arising from, his relationship
with Versant through the date hereof. This release does not extend to
any rights and liabilities created by this Agreement.
12 Xx. Xxxxx will keep confidential all trade secrets and other
confidential and/or proprietary information about Versant and its
business that he obtained during his employment with Versant, and will
not make use of such information in a way that is adverse to Versant's
interests. Mr. Bank's also acknowledges that he will continue to be
bound by his Employee Invention Assignment and Propriety Information
Agreement with Versant.
13 The parties acknowledge that no promises or inducements have been
offered except as set forth in this Agreement and that they execute
this Agreement without reliance upon any statement or representation
other than which is contained in this Agreement.
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14 This Agreement constitutes the entire agreement between the parties
with respect to the matters that it covers and supercedes all prior and
contemporaneous agreements, representations, and understandings among
the parties with respect to such matters, except Mr. Bank's Invention
Agreement and Proprietary Information Agreement. This Agreement may be
amended only by written agreement signed by the parties to this
Agreement. Parole evidence will be inadmissible to show agreement by
and between the parties as to any term or condition contrary to or in
addition to the terms and conditions contained in this Agreement.
15 This Agreement is made and will be construed under California law
without regard to the body of law concerning choice of law
16 If any provision of this Agreement is held to be void, voidable,
unlawful, or unenforceable, the remaining portions of this Agreement
will continue in full force and effect and such provision shall be
enforced to the maximum extent permitted by law.
17 This Agreement may be executed in counterpart originals with each
counterpart to be treated the same as a single original
18 Xx. Xxxxx understands that he may take up to twenty-one (21) days to
consider this Agreement, and, by signing below, Mr. Bank's affirms that
he was advised to consult with an attorney prior to signing this
Agreement.
EXECUTION BY PARTIES
The parties hereby agree to each and every term outlined above
Dated:___________________ XXXXX XXXXX
__________________________
Dated:___________________ VERSANT OBJECT TECHNOLOGY CORP.
__________________________
XXXX XXXX
VICE PRESIDENT, FINANCE
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