EXECUTIVE OFFICER SEVERANCE AGREEMENT
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This Executive Officer Severance Agreement (the "Agreement") is effective as of
February 23, 2001, ("Effective Date"), and is by and between XXXXX X. XXXXXXX
(the "Executive"), an individual currently residing at 000 Xxx Xxxx Xxxxx, Xxx
Xxxxx, XX 00000 and INSILICON CORPORATION, a Delaware corporation (the
"Company"), with its principal place of business at 000 Xxxx Xxxxxxxx Xxxxx, Xxx
Xxxx, XX 00000
R E C I T A L S
A. The Company desires to employ Executive and Executive desires to provide
employment services to the Company, on the terms and conditions set forth
herein.
B. The Board of Directors of the Company believes it to be in the best
interest of the Company and its stockholders to provide the Executive with
certain severance benefits should Executive's employment with the Company
terminate under certain circumstances, and the parties wish to provide Executive
with financial security and with sufficient incentive and encouragement for
Executive to remain with the Company
C. Certain capitalized terms used in the Agreement are defined in Section 9
below.
A G R E E M E N T
In consideration of the mutual covenants herein contained, and in
consideration of Executive's employment commencing on March 12, 2001, and of
Executive's continuing employment thereafter by the Company, the parties agree
as follows:
1. DUTIES AND SCOPE OF EMPLOYMENT. The Company has appointed Executive as
Executive Vice President and Chief Financial Officer. Executive shall have such
other or additional duties or positions with the Company, its subsidiaries or
affiliates as the Company shall determine from time to time. The Executive shall
comply with and be bound by the Company's operating policies, procedures and
practices from time to time in effect during his employment. Executive shall
devote his full time, skill and attention to his duties and responsibilities,
and shall perform them faithfully, diligently and competently, and the Executive
will use his best efforts to further the business of the Company and its
affiliated entities. In connection with his employment under this agreement,
Executive shall be based at the Company's principal place of business which is
currently located in San Jose, California, but Executive understands and agrees
that he may be required to perform services anywhere in the world, and will
perform his employment at such location or locations as may be determined by the
Company from time to time.
2. BASE COMPENSATION. The Company will pay Executive a base annual salary of
$185,000 ("Base Compensation"). The Company will pay the Base Compensation in
accordance with normal Company payroll practices. The Base Compensation shall be
reviewed annually and may be increased from time to time, in which case the
"Base Compensation" will refer to the base salary earned by Executive at the
time in question.
3. EXECUTIVE'S BENEFITS. The Executive shall be eligible to participate in the
employee benefit plans and Executive compensation programs maintained by the
Company applicable to other Executives of the Company, including (without
limitation) retirement plans, savings or profit-sharing plans, stock option,
incentive or other bonus plans, life, disability, health, medical and hospital,
accident and other insurance programs, paid vacations, and similar plans or
programs, subject in each case to the generally applicable terms and conditions
of the applicable plan or program in question and to the sole determination of
the Board or any committee administering such plan or program. The Board of
Directors agrees that Executive shall while being employed by inSilicon
Corporation earn vacation at a rate of 20 days per year provided Executive does
not accrue a total of more than 40 days of vacation. After Executive has accrued
40 days of vacation, Executive shall no longer be eligible to earn further
vacation until he uses some vacation, at which point Executive can again begin
to accrue vacation up to the 40 day vacation cap. The following additional
Executive benefits will be made available:
(a) STOCK OPTION GRANT. Executive shall, upon acceptance of his employment,
be granted an option to purchase 185,000 shares of Company stock, at an exercise
price to be determined by the Board of Directors, with a recommendation made to
the Board that the price be set at the closing market price on his date of hire.
The option will vest in accordance to Company's Option Plan, over a four-year
period.
(b) BONUS ELIGIBILITY AND PAYMENT. The target amount of Executive's fiscal
year 2001 bonus will be $55,500. Actual payments under the bonus plan will be
based on application of the terms of the published Executive Bonus Plan.
(c) DIRECTORS AND OFFICERS INSURANCE. The Company shall use its best
efforts to purchase and maintain in force Directors and Officers insurance, from
a company qualified to conduct such business in California, having an A.M. Best
rating of at least A (or equivalent rating), insuring against claims resulting
from the Employee's performance of duties and responsibilities on behalf of
Company. Executive shall have the benefit of such coverage after leaving Company
for a period of 2 years after termination of employment.
(d) SIGN ON ADVANCE. Upon commencing working for the Company, Executive
shall be advanced the sum of fifteen thousand ($15,000.00) dollars which shall
be considered a loan subject to repayment on the first anniversary of
employment, provided, however, that twenty five (25%) per cent of the amount
will be forgiven after three months of employment, another twenty five (25%) per
cent after six months, another twenty five (25%) per cent after nine months and
the final twenty five (25%) per cent after one year of employment. If employment
is terminated prior to one year, the entire unforgiven balance shall accelerate
and be repaid by Executive at the time of termination.
4. OTHER BUSINESS AFFILIATIONS. In addition to Executive's obligations under
Section 8, Executive agrees that, without the approval of the Board of Directors
of the Company, he shall not, while employed by the Company, devote any time to
any business affiliation which would interfere with or derogate from his
obligations under this Agreement with respect of the Company and any of its
subsidiaries, parents or affiliates.
5. EXPENSES. The Company shall reimburse Executive for all reasonable business
expenses incurred in the performance of his duties hereunder on behalf of the
Company, upon submission of
expense reports to the extent necessary to substantiate the Company's federal
income tax deductions for such expenses under the Internal Revenue Code (as
amended) and the Regulations there under and according to such expense report
regulations as may be established by the Board of Directors of the Company.
6. Term and Termination.
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(a) TERM OF AGREEMENT. Executive's employment with the Company under this
Agreement shall continue from the Effective Date until terminated by the Board
of Directors in accordance with the terms of this Agreement.
(b) TERMINATION FOR CAUSE. The Board Of Directors may terminate this
Agreement and the employment of Executive hereunder, with immediate effect,
including, without limitation, the termination of all compensation and benefits
(except as may be expressly provided in this Agreement), for Cause, as defined
hereunder.
(c) TERMINATION OTHER THAN FOR CAUSE If the Company terminates Executive's
employment for any reason other than Cause, or Executive's employment is
terminated by Constructive Termination as defined in this Agreement, the
Executive shall be entitled to receive the severance benefits stated in Section
7(a) below unless the termination is as a result of death or disability, in
which event Executive shall be entitled to receive the benefits set forth in
Section 7(b), if any. Both Company and Executive agree that Executive's
employment is "at will" and may be terminated at any time by either party.
(d) EXECUTIVE'S RESIGNATION. In the event Executive voluntarily resigns,
Executive shall give the Board of Directors thirty (30) days written notice of
resignation. Upon such notice, the Board of Directors, at its discretion, may
terminate the relationship immediately, but in such event the Board of Directors
obligation to Executive shall be limited to compensation through the remainder
of the thirty (30) days resignation notice period.
(e) RETURN OF INFORMATION. On termination of employment for any reason,
Executive will return to the Company all originals and copies of all or any part
of: lists and sources of customers and suppliers; lists of employees; proposals
to clients or drafts of proposals; business plans and projections; reports; job
notes; specifications; and drawings pertaining to the Company or its customers;
or any and all other things, equipment and written materials obtained by
Executive during the course of employment from the Company or from any client of
the Company, unless Company agrees in writing to waive any of the forgoing.
7. Severance Benefits.
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(a) TERMINATION NOT FOR CAUSE. If the Board of Directors terminates
Executive's employment for any reason other than Cause, or Executive's
employment is terminated by Constructive Termination as defined in this
Agreement, the Executive shall be entitled to receive the following severance
benefits.
(1) GUARANTEED SEVERANCE PAYMENTS. Subject to Executive
entering into a Release of Claims (in a form substantially similar
to the release of claims attached as Exhibit A), Executive shall
be entitled to receive severance payments for a period of six (6)
months from the date of termination equal to Executive's then
current base salary, which may be
greater than, but will not be less than the Base Compensation
(the "Guaranteed Severance Payment"). The Guaranteed Severance
Payment will be paid to Executive in accordance with the Company's
standard payroll practices. Upon termination, Executive will also
be entitled to receive a pro-rated portion of his then current
targeted bonus for the fiscal year of his termination as described
in Section 3(b) based on the date at which Executive gives notice.
(2) MEDICAL BENEFITS. The Company, at the Company's sole
expense, shall provide Executive (and, if applicable, his eligible
dependents) with the same level of health coverage and benefits as
in effect for Executive (and, if applicable, his eligible
dependents) on the day immediately preceding the day of the
Executive's termination of employment (the "Company-Paid
Coverage"); provided, however, that: (i) Executive and each
eligible dependent constitutes a qualified beneficiary, as defined
in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as
amended (collectively, "Qualified Beneficiaries"); (ii) each
Qualified Beneficiary elects continuation coverage under the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended
("COBRA"), within the time period prescribed pursuant to COBRA;
and (iii) if the health coverage is no longer offered by the
Company to its current employees, then the Company shall be under
no obligation to continue the existing coverage for Executive
(and, if applicable, his eligible dependents). Such Company-Paid
Coverage shall continue in effect for each Qualified Beneficiary
until the earlier of (i) the Qualified Beneficiary is no longer
eligible to receive continuation coverage under COBRA, or (ii) six
(6) months following termination of employment.
Except for those obligations in subsection (2)(ii) above, the Company's
obligations under paragraphs 1 and 2 of this Section 7(a) shall terminate upon
Executive's breach of his agreements under Section 8 hereof.
(b) DISABILITY DEATH. If the Company terminates the Executive's employment
as a result of the Executive's Disability or if the Executive's employment
terminates due to the death of the Executive, then the Executive shall not be
entitled to receive severance or other benefits pursuant to this Agreement,
unless the Company has no benefit plan in place to account for death and
disability of employees, in which case Executive will be entitled to receive the
Guaranteed Severance Payment specified in Section 7(a)(1). Executive shall
remain eligible for those severance and other benefits (if any) as may then be
available under the Company's then existing severance and benefits plans and
policies at the time of Executive's termination or death.
(c) STOCK OPTIONS. All of Executive's options not otherwise forfeited will
continue to vest during the six month Severance Benefits Period, including
grants made other than as provided herein. Executive will forfeit options that
have not vested as of the end of the six month Severance Benefits Period. In the
event the Company undergoes a Change in Control, or other material event in
which the Company or Executive's position undergoes a material change as a
result of the material event, Executive's stock options will accelerate vesting
such that fifty percent (50%) of the options will vest at the completion of the
Change in Control, or material event, and the remaining fifty percent (50%) will
vest 90 days thereafter.
(f) XXXXXXX XXXXXXX. While Executive receives severance payments, Executive
will no longer be deemed a Section 16(b) officer, but agrees to be considered an
"insider" and comply with the
Company's Xxxxxxx Xxxxxxx Policy, unless otherwise agreed to in writing by the
Board of Directors for matters related to reduction of Executive's stock
holding.
8. Covenants Not to Compete and Not to Solicit.
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(a) During the term hereof, Executive agrees that he shall not,
directly or indirectly, engage on his own behalf, or as owner, manager, advisor,
principal, agent, partner, employee consultant, director, officer, stockholder
or other proprietor owning more than a five percent (5%) interest, in any firm,
corporation, partnership or other organization which is in the business of
manufacturing, selling or distributing products in competition with the products
of the Company. In case of any such ownership or participation, Executive shall
furnish a detailed statement thereof to the Board of Directors of the Company,
and, as from time to time requested by said Board, resubmit for approval a
detailed statement thereof, which statement may be approved by said Board as not
constituting such a violation or conflict, and in the event said Board
determines that such violation or conflict exists, Executive shall immediately
divest himself of such ownership or participation (or of representing or
promoting others engaged in any such business). It is intended and agreed that
during the term of this Agreement, Executive will not knowingly perform any act
which may confer any competitive benefit or advantage upon any enterprise
competing with the Company or any successor.
(b) Upon the termination of the Executive's employment with the Company
within the terms of Section 7(a) and for a period of eighteen (18) months
thereafter, Executive agrees that he shall not, on his own behalf, or as owner,
manager, advisor, principal, agent, partner, employee consultant, director,
officer, stockholder or other proprietor owning more than a five percent (5%)
interest of any business entity, or otherwise, in any territory in which the
Company is actively engaged in business: (i) open or operate any business which
is in competition with any business of the Company, (ii) act as an employee,
agent, advisor or consultant of any competitor of the Company, (iii) take any
action to or do anything reasonably intended to divert business from the Company
or influence or attempt to influence any existing customers of the Company to
cease doing business with the Company or to alter its business relationship with
the Company, or (iv) take any action or do anything reasonably intended to
influence any suppliers of the Company to cease doing business with the Company
or to alter its business relationship with the Company. Executive further
covenants and agrees that he will not for himself or on behalf of any other
person, partnership, firm, association or corporation in any territory served by
the Company, directly or indirectly solicit or accept business from any of the
Company's existing customers for the purchase or sale of products or services of
a like kind to those sold or provided the Company. The foregoing covenant shall
not be deemed to prohibit Executive from acquiring an investment not more than
one percent (1%) of the capital stock of a competing business, whose stock is
traded on a national securities exchange or through the automated quotation
system of a registered securities association.
(c) During the term of this Agreement, and upon the termination of the
Executive's employment with the Company within the terms of Section 7(a) and for
a period of eighteen (18) months thereafter, Executive agrees that he shall not
either directly solicit, induce, attempt to hire, recruit, encourage, take away,
hire any employee of the Company or cause any employee of the Company to leave
his or her employment either for Executive or for any other entity or person.
(d) Executive represents that he (i) is familiar with the foregoing
covenants not to compete and not to directly solicit, and (ii) is fully aware of
his obligations hereunder, including, without
limitation, the reasonableness of the length of time, scope and geographic
coverage of these covenants. Executive agrees that the provisions of this
Section 8 contain restrictions that are not greater than necessary to protect
the interests of the Company. In the event of the breach or threatened breach by
Executive of this Section 8, the Company, in addition to all other remedies
available to it at law or in equity, will be entitled to seek injunctive relief
and/or specific performance to enforce this Section 8.
(e) Company will respond within two weeks to any written request by
Executive to exclude a particular company or business entity from the scope of
this Section 8. Company will not unreasonably deny such a request. The parties
agree that a passive financial investment by Executive in a third party will not
constitute competition within the scope of this Section 8.
9. DEFINITION OF CERTAIN TERMS. The following terms referred to in this
Agreement shall have the following meanings for the purposes of this Agreement
only:
(a) CAUSE. "Cause" shall mean (i) any act of personal dishonesty taken
by the Executive in connection with his responsibilities as Executive Vice
President and Chief Financial Officer and intended to result in substantial
personal enrichment of the Executive, (ii) conviction of a felony resulting from
any action or failure to act by the Executive in the performance of Executive's
duties, that is injurious to the Company, (iii) a willful act by the Executive
which constitutes gross misconduct and which results in material injury to the
Company, (iv) continued violations by the Executive of the his material
obligations under this Agreement that are demonstrably willful and deliberate on
the Executive's part after there has been delivered to the Executive a written
demand for performance from the Company which describes the basis for the
Company's belief that the Executive has not substantially performed his duties;
and (v) the breach by Executive of the non-competition provisions of this
Agreement, or of the Company's standard form of confidentiality and proprietary
inventions agreement, which shall be supplemental hereto and incorporated by
reference herein.
(b) CONSTRUCTIVE TERMINATION. "Constructive Termination" shall mean any
of the following: (1) any material reduction in compensation, including bonus,
unless such a reduction is applied, by resolution of the Board of Directors, to
all members of the Company's officers; (2) reduction of Executive's title; (3)
material reduction in Executive's responsibilities; (4) material reduction in
the number of Company employees in the organization for which Executive is
responsible, said reduction not being based on voluntary resignation of Company
employees, but through an internal reorganization, or other shifting of
personnel that is not under the control of Executive.
(c) DISABILITY. "Disability" shall mean that Executive has been unable
to perform his duties under this Agreement as the result of his incapacity due
to physical or mental illness, and such inability, at least ninety (90) days
after its commencement, is determined to be total and permanent by a physician
selected by the Company or its insurers and acceptable to the Executive or the
Executive's legal representative (such Agreement as to acceptability not to be
unreasonably withheld). Termination resulting from Disability may only be
effected after at least 30 days' written notice by the Board of Directors of its
intention to terminate the Executive's employment. In the event that the
Executive resumes the performance of substantially all of his duties hereunder
before the termination of his employment becomes effective, the notice of intent
to terminate shall automatically be deemed to have been revoked.
10. NO BREACH OF DUTY. Executive represents that Executive's performance of this
Agreement and as an employee of the Company does not and will not breach any
agreement or duty to keep in confidence proprietary information acquired by
Executive in confidence or in trust prior to employment with the Company.
Executive has not and will not enter into any agreement either written or oral
in conflict with this Agreement. Executive is not presently restricted from
being employed by the Company or entering into this Agreement.
11. Successors.
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(a) COMPANY'S SUCCESSORS. Any successor to the Company (whether direct
or indirect and whether by purchase, lease, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Company's business and assets
shall assume the obligations under this Agreement and agree expressly to perform
the obligations under this Agreement in the same manner and to the same extent
as the Company would be required to perform such obligations in the absence of a
succession. For all purposes under this Agreement, the term "Company" shall
include any successor to the Company's business and assets which executes and
delivers the assumption agreement described in this Section or which becomes
bound by the terms of this Agreement by operation of law.
(b) EXECUTIVE'S SUCCESSORS. The terms of this Agreement, and all
rights of the Executive hereunder, shall inure to the benefit of, and be
enforceable by, the Executive's personal or legal representatives, executors,
administrators, successors, heirs, devisees and legatees.
12. Notice.
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(a) GENERAL. Notices and all other communications contemplated by this
Agreement shall be in writing and shall be deemed to have been duly given when
personally delivered or when mailed by U.S. registered or certified mail, return
receipt requested and postage prepaid. In the case of the Executive, mailed
notices shall be addressed to the Executive at the home address that he most
recently communicated to the Company in writing. In the case of the Company,
mailed notices shall be addressed to its corporate headquarters, and all notices
shall be directed to the attention of its V.P./ General Counsel.
(b) NOTICE OF TERMINATION. Any termination by the Company for Cause
pursuant to Section 6(b) hereof shall be communicated by a notice of termination
to the Executive given in accordance with Section 12(a) of this Agreement. Such
notice shall indicate the specific termination provision in this Agreement
relied upon, shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination under the provision so indicated, and
shall specify the termination date (which shall be not more than 15 days after
the giving of such notice).
13. Arbitration.
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(a) The Board of Directors and Executive agree that any dispute or
controversy arising out of, relating to, or in connection with this Agreement,
the interpretation, validity, construction, performance, breach, or termination
hereof, or any of the matters herein released, excepting claims under applicable
workers' compensation law and unemployment insurance claims, shall be settled by
binding arbitration to be held in Santa Xxxxx County, California in accordance
with the National Rules for the
Resolution of Employment Disputes then in effect of the American Arbitration
Association (the "Rules"). The arbitrator may grant injunctions or other relief
in such dispute or controversy. The decision of the arbitrator shall be final,
conclusive and binding on the parties to the arbitration. Judgment may be
entered on the arbitrator's decision in any court having jurisdiction. Executive
and the Board of Directors hereby waive any rights each may have to a jury
trial. This provision confers complete and total jurisdiction for final, binding
arbitration with full and complete relief for any and all covered disputes,
including all contract, tort, and statutory claims, and any other causes of
action unless otherwise prohibited by law. This arbitration provision will
survive after the termination of this Agreement.
(b) The arbitrator(s) shall apply California law to the merits of any
dispute or claim, without reference to conflicts of law rules. Executive hereby
consents to the personal jurisdiction of the state and federal courts located in
California for any action or proceeding arising from or relating to this
Agreement or relating to any arbitration in which the Parties are participants.
(c) EXECUTIVE HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES
ARBITRATION. EXECUTIVE UNDERSTANDS THAT BY SIGNING THIS AGREEMENT, EXECUTIVE
AGREES TO SUBMIT ANY CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH
THIS AGREEMENT, THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH
OR TERMINATION THEREOF, OR ANY OF THE MATTERS HEREIN TO BINDING ARBITRATION, AND
THAT THIS ARBITRATION CLAUSE CONSTITUTES A WAIVER OF EXECUTIVE'S RIGHT TO A JURY
TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL ASPECTS OF
THIS SEVERANCE AGREEMENT AND RELEASE OF ALL CLAIMS.
14. Miscellaneous Provisions.
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(a) WAIVER. No provision of this Agreement shall be modified,
waived or discharged unless the modification, waiver or discharge is agreed to
in writing and signed by the Executive and by an authorized officer of the
Company (other than the Executive). No waiver by either party of any breach of,
or of compliance with, any condition or provision of this Agreement by the other
party shall be considered a waiver of any other condition or provision or of the
same condition or provision at another time.
(b) WHOLE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter hereof and
supersedes in its entirety any and all prior undertakings and agreements of the
Company and Executive with respect to the subject matter hereof.
(c) CHOICE OF LAW. The validity, interpretation, construction
and performance of this Agreement shall be governed by the internal substantive
laws but not the choice of law rules of the State of California.
(d) SEVERABILITY. The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.
(e) NO ASSIGNMENT OF BENEFITS. The rights of any person to
payments or benefits under this Agreement shall not be made subject to option or
assignment, either by voluntary or involuntary assignment or by operation of
law, including (without limitation) bankruptcy, garnishment, attachment or other
creditor's process, and any action in violation of this Section 14(e) shall be
void.
(f) EMPLOYMENT TAXES. All payments made pursuant to this
Agreement will be subject to withholding of applicable income and employment
taxes.
(g) COUNTERPARTS. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.
IN WITNESS WHEREOF, each of the parties has executed this Agreement,
in the case of the Company by its duly authorized officer, as of the day and
year first above written.
INSILICON CORPORATION CHIEF FINANCIAL OFFICER
/s/ Xxxxx Xxxxxxxx /s/ Xxxxx Xxxxxxx
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By: Xxxxx Xxxxxxxx By: Xxxxx X. Xxxxxxx
President and Chief Executive Officer
EXHIBIT A
In consideration for EXECUTIVE accepting the benefits under his
EXECUTIVE Employee and Severance Agreement dated February 23, 2001, EXECUTIVE
agrees to release Company of all claims arising from his employment as set forth
below.
EXECUTIVE hereby forever waives for himself, his attorneys, heirs,
executors, administrators, successors and assigns any claim against Company,
including its subsidiaries, affiliates, insurers, shareholders, officers,
directors and employees (the "Parties Released"), for any action, loss, expense
or any damages arising from any occurrence from the beginning of time until the
date of the signing of this Agreement and arising or in any way resulting from
Executive's employment with Company or the termination thereof. The only
exceptions to the above waiver are claims by Employee under any worker's
compensation or unemployment statutes and any right arising under this
Agreement. Employee represents that he has no current intention to assert any
claim on any basis against the Parties Released. Company releases its claims on
intellectual property created by Employee after the date of execution of this
Agreement.
EXECUTIVE ACKNOWLEDGES THAT HE HAS BEEN GIVEN AT LEAST TWENTY-ONE (21)
DAYS WITHIN WHICH TO CONSIDER SIGNING THIS RELEASE. EXECUTIVEMAY REVOKE THIS
AGREEMENT BY WRITTEN NOTICE TO COMPANY WITHIN SEVEN DAYS FOLLOWING ITS
EXECUTION. THIS RELEASE SHALL NOT BECOME EFFECTIVE AND BINDING UNTIL SUCH PERIOD
HAS EXPIRED. EXECUTIVEWILL RETURN ALL CONSIDERATION AND BENEFITS PROVIDED IN
CONNECTION WITH THE GRANTING OF THIS RELEASE IF HE REVOKES THE RELEASE.
In the event of breach of this Agreement by Company, Executive's
exclusive remedy for such breach shall be limited to the enforcement of the
terms of this Agreement.
COMPANY: EXECUTIVE:
INSILICON CORPORATION Xxxxx X. XxXxxxx
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