SEVERANCE AGREEMENT
(Xxxx Xxxxx)
This Agreement is by and between Micron Technology, Inc., a Delaware
corporation ("the Company"), and Xxxx Xxxxx, an individual ("the Employee"), and
is executed as of June ___, 1998 to be effective as set forth in paragraph 8
below.
WHEREAS, the Company has entered into an Agreement and Plan of
Reorganization dated June 22, 1998 (the "Merger Agreement") with Rendition, Inc.
("Rendition"), pursuant to which Rendition will merge with and into the Company
(the "Merger") with the Company to be the surviving entity. The Merger will be
effective at the "Effective Time" as defined in the Merger Agreement; at which
time the Employee will become an employee of the Company; and
WHEREAS, the parties recognize that it is in the best interest of the
Company to provide for a smooth transition when there is a change in employment;
and
WHEREAS, the parties desire that the Employee receive the benefits set
forth herein, subject to all of the terms and conditions of this Severance
Agreement (the "Agreement").
NOW, THEREFORE, the parties agree as follows:
1. TERMINATION OF THE EMPLOYEE. Subject to the provisions set forth
herein, either the Company or the Employee may at any time terminate the
Employee's active employment with the Company for any reason, voluntary or
involuntary, with or without cause, by providing notice to that effect in
writing. The date such notice is received by the other party shall be deemed
the "Termination Date." Upon receipt by the Employee of a notice of termination
from the Company, or upon the Company's request, the Employee will resign
immediately from any and all capacities held within the Company, other than in
the capacity of an employee for purposes of paragraph 2 below.
2. EFFECT OF CERTAIN TERMINATION. The Employee shall be entitled to the
benefits specified in paragraph 3 if termination of the Employee, pursuant to
paragraph 1 above, occurs as a result of (i) involuntary termination of the
Employee by the Company without Cause (as defined below), (ii) voluntary
resignation by the Employee due to a significant reduction in the Employee's
scope of responsibility with respect to the business conducted by Rendition
prior to the Effective Time of the Merger, without taking into account any
reduction in such scope of responsibility resulting because of the separate
legal entity of Rendition having been terminated pursuant to the Merger, or
(iii) voluntary resignation by the Employee due to a change of fifty (50) miles
or more in the location of employment as required by the Company. Each of the
three (3) separate types of termination, as set forth in phrases (i) through
(iii) of the preceding sentence, is hereby referred to as a "Triggering Event."
In the event of a Triggering Event, beginning on the Termination Date and
continuing for a
period defined in paragraph 2(a) herein (the "Transition
Period"), the Employee shall continue as an employee only for purposes of
receiving the benefits specified in paragraph 3, and while employed in that
capacity shall not perform any service or work that conflicts or competes with
the interests or business of the Company. During the Transition Period, the
Employee may continue in a consulting role with the Company, if both parties
agree in writing to such effect.
2(a). TRANSITION PERIOD. For purposes of this Agreement, the Transition
Period shall be one hundred and eighty (180) days.
2(b). DEFINITION OF CAUSE. For purposes of this Agreement, the term
"Cause" shall mean (i) fraud, dishonesty, or commission of a felony or act of
moral turpitude (e.g., theft, embezzlement and the like); (ii) material
inattention to, substandard performance of, or willful misconduct with respect
to, the duties of the Employee as an employee of the Company; (iii) a material
violation of any written policy, rule or directive of the Company; or (iv) a
material violation of any obligation or covenant in favor of the Company to
which the Employee is subject, whether pursuant to the Additional Agreements (as
defined below) or otherwise.
3. BENEFITS DURING THE TRANSITION PERIOD. Provided the Employee
complies with the terms of this Agreement, the Employee will receive during the
Transition Period all benefits Customarily Provided (as defined below) to
similarly situated employees of the Company, including, but not limited to, any
applicable salary, bonus, and the continued vesting of any granted stock
options, as if the Employee's employment had continued during that period. The
term "Customarily Provided" refers to Company practices and plans with respect
to employee benefits and compensation in effect as of the Termination Date. For
purposes of this provision, however, it is understood that the Employee, during
the Transition Period, will not be entitled to any new grants of interest in any
applicable future bonus pool, nor to any new grants of stock options. It is
further understood that the Employee will not be entitled to payment of any
compensation that is deferred past the Transition Period due to payment criteria
of any incentive program, as those criteria existed as of the Termination Date.
No action by the Company or the Company's Board of Directors may affect the
Employee's receipt of the benefits set forth above, other than as provided
herein.
4. CONFIDENTIALITY. The parties agree that no Statements (as defined
below) regarding the Employee's termination or change in employment status will
be made other than to indicate that the reasons for, and circumstances of, the
termination or change in employment status are CONFIDENTIAL and that each of the
Company, the Board of Directors, and the Employee are obligated to make "no
comment" regarding the termination or change in employment status. For purposes
of this paragraph, "Statements" include, but are not limited to, statements to
the press, analysts, and journalists. Nothing in this paragraph is meant to
prevent the Company from disclosing any facts required to be disclosed pursuant
to statute or regulation.
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5. TERMINATION/EXPIRATION. This Agreement will commence and become
effective as set forth in paragraph 8. This Agreement will terminate and expire
upon the earlier of (i) the date one (1) year from the Effective Time of the
Merger, or (ii) the date the Employee turns 65 years of age (the "Expiration
Date"). Any Triggering Event after the Expiration Date will not entitle the
Employee to any of the benefits specified in paragraph 3 of this Agreement.
6. RELEASE. Upon receipt of all benefits under this Agreement, the
Employee and Company settle, waive, and voluntarily release any and all claims
each has or may have against the other, inclusive of any of the Company's
affiliates, officers, directors, employees or agents, both individually and in
their official capacities, which claims accrued prior to the end of the
Transition Period.
7. FINAL AGREEMENT. Except as set forth below, this Agreement supersedes
all prior agreements, and is the entire and final understanding of the parties
as to the subject matter hereof. This Agreement is in addition to, and does not
supersede or modify in any fashion, the provisions of any Assignment of Rights &
Inventions and/or Confidential Information agreements executed by Employee in
favor of the Company (collectively, the "Additional Agreements"). The
obligations contained in the Additional Agreements shall continue independent of
the obligations of one another and of this Agreement. Without prejudicing or
limiting, in any manner, any of the rights or remedies set forth in or
contemplated by the Additional Agreements, the Employee acknowledges and agrees
that any breach of the Additional Agreements shall constitute a breach of this
Agreement.
8. EFFECTIVE DATE OF THE AGREEMENT. This Agreement will commence and
become effective as of the Effective Time of the Merger, provided that if the
Effective Time of the Merger does not occur on or before December 15, 1998, this
Agreement shall be null and void. This Agreement will terminate and expire as
set forth in paragraph 5.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date
first set forth above.
MICRON TECHNOLOGY, INC. XXXX XXXXX (EMPLOYEE)
/s/ Xxxxxx X. Xxxxxxxx /s/ Xxxx Xxxxx
By: Xxxxxx X. Xxxxxxxx
Chairman, CEO and President
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