April 18, 1997
Xxxxxx X. Xxxxxxx
0000 Xxxxxxxxxx Xxxxxx
Xxx Xxxxxxxxx, XX 00000
Dear Xxx:
This letter, upon your signature, will constitute the Separation Agreement
(Agreement) between you and Informix Software, Inc. (Informix) on the terms of
your separation from employment with Informix.
EMPLOYMENT TERMS
1. Your last day of work was April 11, 1997.
2. In consideration of your acceptance of this Agreement, Informix will
provide you with the following:
(a) A notice period from April 14, 1997 through May 13, 1997. You
will not accrue additional vacation and sick leave after May 13, 1997.
(b) Six (6) months salary at your current rate of $17,083.33 per
month less customary payroll deductions will be paid in accordance with Informix
payroll practice ratably over the period beginning May 14, 1997 and ending
November 13, 1997 (the "Period"). You will continue to receive Informix paid
health insurance benefits during the Period.
(c) Your existing stock options will continue to vest during the
Period, however, you will not be eligible to receive any new stock option grants
or any similar benefits which the Board of Directors may extend to active,
regular full-time employees of Informix.
(d) A bonus for Q1 in the amount of $7,686.00, less customary
payroll deductions.
(e) In addition, Informix will pay Xxx Xxxxx Xxxxxxxx up to $5,000.00
for outplacement services.
REGULAR BENEFITS
3. You have received or will receive by separate cover information
regarding your rights to health insurance continuation (COBRA rights). To the
extent that you have rights, nothing in this Agreement will impair those rights.
Xxxxxx X. Xxxxxxx
April 18, 1997
Page 2
RETURN OF COMPANY INFORMATION OR MATERIALS
4. You have returned or will immediately return to Informix all Informix
owned property and any information you have about Informix's practices,
procedures, trade secrets, customer lists or product marketing. You may keep
and hereafter assume sole and complete ownership of, your Informix-issued
Hewlett-Packard computer. You have previously signed an agreement regarding
Confidential Information and Trade Secrets. A copy of that agreement is
attached. Please keep in mind those terms of the agreement that remain in
effect after you leave Informix.
ATTORNEY'S FEES
5. Informix will reimburse you, upon submission of invoices, for
attorney's fees which you actually expended for review and finalization of this
Agreement up to the maximum amount of $1,500.00.
INDEMNIFICATION
6. You will continue to be defended and indemnified by Informix in
accordance with all the terms and conditions of the Company's applicable
policies of insurance, including D & O Insurance; the Indemnity Agreement
entered into by the Company and yourself; and the Informix By-laws.
REFERENCE
7. Upon your request, the Vice President of Human Resources will furnish
you with a favorable letter of reference which includes the dates of your
employment with Informix, your title and positions held.
RELEASE
8. You waive and release and promise never to assert any and all claims
that you have or might have against Informix and its predecessors, subsidiaries,
related entities, officers, directors, shareholders, agents, attorneys,
employees, successors, or assigns, arising from or related to your employment
with Informix and/or the termination of your employment with Informix including
claims in contract, tort or under any statute, law or regulation. These claims
include, but are not limited to, claims for discrimination arising under
federal, state and local statutory or common law, such as the Age Discrimination
in Employment Act, Title VII of the Civil Rights Act of 1964, California Fair
Employment and Housing Act and the Americans with Disabilities Act.
RELEASE--Section 1542
Xxxxxx X. Xxxxxxx
April 18, 1997
Page 3
9. You also waive and release and promise never to assert any such
claims, even if you do not believe that you have such claims. You therefore
waive your rights under section 1542 of the Civil Code of California which
state:
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.
CONFIDENTIALITY
10. You will not, unless required by law, disclose to others any
information regarding the terms of this Agreement, the money and/or benefits
being paid under it or the fact of its payment, except that you may disclose
this information to your attorney, accountant or other professional advisor to
whom you must make the disclosure in order for them to render professional
services to you. You will instruct them and they must agree, however, to
maintain the confidentiality of this information just as you must.
REMEDY FOR BREACH
11. In the event that you breach any of your obligations under this
Agreement or as otherwise imposed by law, Informix will be entitled to recover
the benefit paid under the agreement and to obtain all other relief provided by
law or equity. In addition, Informix will be entitled to recover its fees and
costs.
INTEGRATION CLAUSE/EFFECTIVE DATE
12. This Agreement represents the full agreement between you and Informix
regarding termination of employment. This Agreement supersedes and is in lieu
of all prior oral or written agreements and may not be changed except in writing
signed by you and myself or my delegee.
EMPLOYMENT RIGHTS
13. Nothing in this Agreement is intended to create any rights to
employment or employment benefits except as expressly set forth in this
Agreement.
OWBPA--PERSONS OVER 40/EFFECTIVE DATE
14. The following is required by the Older Workers Benefit Protection Act:
Xxxxxx X. Xxxxxxx
April 18, 1997
Page 4
You have up to 21 days from the date of this letter, or May 9,1997 to
accept the terms of this Agreement, although you may accept it at any time
within those 21 days. You are advised to consult an attorney about the
Agreement.
To accept the Agreement, please date and sign this letter and return it to
me. (An extra copy for your files is enclosed.) Once you do so, you will still
have an additional 7 days in which to revoke your acceptance. To revoke, you
must send me a written statement of revocation. If you do not revoke, the
eighth day after the date of your acceptance will be the Effective Date of the
agreement.
Xxxxxx X. Xxxxxxx
April 18, 1997
Page 5
Xxx, I am pleased that we were able to address and agree on the terms of
your departure from Informix. Informix and I wish you every success in your
future endeavors.
Sincerely,
/s/ Xxxx Xxxxx for Xxx Xxxx
On behalf of Informix Software, Inc.
Xxx Xxxx
Vice President
Human Resources
By signing this letter, I acknowledge that I have had the opportunity to
review this Agreement with an attorney of my choice; that I understand the terms
of the Agreement; and that I voluntarily agree to them.
Dated: June 27, 1997
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/s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
Attachments
