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EXHIBIT 10.71
CATALYST SEMICONDUCTOR, INC.
Severance Agreement
This Severance Agreement ("Agreement") is made as of this 11th day of May 1999
between Xxx Xxxxxxx ("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.
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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.
c) In addition, as of the termination date, Employee shall be entitled to
receive any unpaid salary and accrued vacation pay.
4) 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.
5) NON-DISPARGEMENT. Employee agrees not to disparage the Corporation or any of
its officers, directors, employees, products, vendors or customers.
6) RELEASE OF CLAIMS. Both parties agrees 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.
7) 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.
8) 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.
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9) 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.
10) 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.
11) 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 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/ XXX XXXXXXX
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Xxxx Xxxxx In his individual capacity
President & CEO Xxx Xxxxxxx
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