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EXHIBIT 10.57(b)
ALTERA CORPORATION
SEVERANCE AGREEMENT
This Severance Agreement (the "Agreement") is made and entered into
effective as of November 30, 2000 (the "Effective Date") by and between Xxxx
Xxxxx (hereinafter referred to as "Executive") and Altera Corporation (the
"Company").
WHEREAS, Executive desires to accept employment with the Company as its
Chief Executive Officer ("CEO");
WHEREAS, the Company desires to employ Executive as its CEO; and
WHEREAS, the Company and Executive agree that Executive shall be
eligible for severance under the circumstances set forth in Section 2 of this
Agreement;
Accordingly, the parties agree as follows:
1. Term of Agreement. This Agreement shall commence on the first day of
Executive's employment with the Company, and terminate on the date which is five
(5) years following such date, unless the term of this Agreement is extended at
the sole discretion of the Company's Board of Directors. Nothing in this
Agreement shall be construed as creating an obligation to extend the term of the
Agreement.
2. Executive's Eligibility for Severance.
Executive shall be entitled to the "Severance Package" as
defined in Section 3 of this Agreement if (but only if) the Company terminates
Executive's employment for reasons other than (A) Executive's death, (B) for
Cause, or (C) if Executive is eligible to receive the "Change In Control
Severance Package" due to a "Change in Control" as defined and provided for in
the Altera Corporation Change In Control Severance Agreement between the
parties, dated November 30, 2000. Executive is not entitled to the Severance
Package if Executive terminates his employment for any reason. In addition, as a
condition of Executive receiving the Severance Package, Executive and the
Company agree to sign a release agreement in the form attached hereto as Exhibit
"A" within thirty days of the effective date of Executive's termination and
prior to Executive receiving the Severance Package.
3. Severance Package. In the event Executive is entitled to the
Severance Package pursuant to Section 2, above, it shall be payable within
thirty days of Executive's termination. The Severance Package shall consist of
(i) payment equivalent to two year's of Executive's then-current base salary,
and (ii) one year of accelerated stock vesting, which applies to all Executive's
restricted stock and option grants. The Severance Package shall be paid in lieu
of any other severance to Executive.
4. Certain Definitions. As used herein, the following terms shall have
the following respective meanings:
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(a) Disability. If, in the sole opinion of the Company,
Executive shall be prevented from properly performing his duties hereunder by
reason of any physical or mental incapacity for a period of more than ninety
(90) days in the aggregate in any twelve-month period, then, to the extent
permitted by law, Company may terminate Executive's employment. Nothing in this
Section shall affect Executive's rights under any disability plan in which he is
a participant. If Executive elects to receive disability benefits due to a
Disability, such election shall not prohibit Executive from receiving the
Severance Package pursuant to Section 3 above.
(b) Cause. The following shall constitute "Cause" for
termination:
(i) Executive's deliberate dishonesty with respect to
the Company or any subsidiary or affiliate thereof; or
(ii) Executive's conviction of a crime involving moral
turpitude; or
(iii) Criminal acts pertaining to the Company or any of
its affiliates or shareholders; material and fraudulent falsification;
embezzlement or unauthorized conversion of property; or willful disclosure of
trade secrets or other information likely to be used to the detriment of the
Company.
5. Successors; Binding Agreement.
(a) The Company will require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business or assets of the Company expressly to assume
and agree to perform this Agreement to the same extent that the Company would be
required to perform it if no such succession had taken place. Failure of the
Company to obtain an assumption of this Agreement prior to the effectiveness of
any succession shall entitle Executive to severance from the Company in the same
amount and on the same terms as Executive would be entitled if Executive were
eligible pursuant to Section 2 herein for the Severance Package. As used in this
Agreement, "Company" shall mean the Company as defined above and any successor
to its business or assets as aforesaid which assumes and agrees to perform this
Agreement by operation of law, or otherwise.
(b) This Agreement shall inure to the benefit of and be
enforceable by Executive's personal or legal representatives, executors,
administrators, successors, heirs, distributees, devisees and legatees. If
Executive should die while any amount would still be payable to Executive
hereunder if he had continued to live, all such amounts, unless otherwise
provided herein, shall be paid in accordance with the terms of this Agreement to
Executive's devisee, legatee or other designee or if there is no such designee,
to Executive's estate.
6. Notice. All notices or other communications required or permitted
hereunder shall be made in writing and shall be deemed to have been duly given
if delivered (a) by hand or (b) by a nationally recognized overnight courier
service or (c) by United States
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first class registered or certified mail, return receipt requested, to the
principal address of the other party, as set forth below. The date of notice
shall be deemed to be the earlier of actual receipt of notice by any permitted
means, or five business days following dispatch by overnight delivery service or
the United States Mail. Executive shall be obligated to notify the Company in
writing of any change in his address. Notice of change of address shall be
effective only when done in accordance with this section.
Company's Notice Address:
C. Xxxxxxx Xxxxxxx, Esq.
Vice President, General Counsel and Secretary
Altera Corporation
000 Xxxxxxxxxx Xxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
Executive's Notice Address:
Xxxx Xxxxx
000 Xxxxxxxx Xxxxxx
Xxx Xxxxx, Xxxxxxxxxx 00000
7. At-Will Employment Status. Nothing in this Agreement creates any
contractual rights in favor of Executive with respect to the terms of his
employment. Additionally, as set forth in detail in the Company's Employee
Handbook, Executive's employment with the Company is "at-will." This means that
Executive is free to resign at any time and the Company is free to terminate
Executive's employment at any time for any reason, with or without advanced
notice. Executive's "at-will" status cannot be altered except in a writing which
has been approved by the Board of Directors of the Company.
8. Miscellaneous
(a) The invalidity or unenforceability of any provision of this
Agreement shall not affect the validity or enforceability of any other provision
of this Agreement, which shall remain in full force and effect.
(b) The validity, interpretation, construction and performance
of this Agreement shall be governed by the laws of the State of California.
(c) No waiver by Executive at any time of any breach of, or
compliance with, any provision of this Agreement to be performed by the Company
shall be deemed a waiver of that or any other provisions at any subsequent time.
(d) This Agreement may be amended only by a written agreement
executed by each of the parties hereto. No amendment of or waiver of, or
modification of any obligation under this Agreement will be enforceable unless
set forth in a writing signed by the party against which enforcement is sought.
Any amendment effected in
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accordance with this Section will be binding upon all parties hereto and each of
their respective successors and assigns.
(e) This Agreement may be executed in several counterparts, each
of which shall be deemed to be an original but all of which together will
constitute one and the same instrument.
(f) Any payments provided for hereunder shall be paid net of any
applicable withholding required under federal, state or local law.
(g) The Company shall do, make, execute and deliver all such
additional and further acts, things, assurances and instruments as Executive may
reasonably request in order to assure Executive his rights hereunder and to
carry into effect the provisions and intent of this Agreement. The Company shall
upon Executive's request, convert any options which are incentive stock options
into nonqualified options and shall amend any outstanding option agreements in a
manner consistent with this Agreement.
9. Entire Agreement. This Agreement sets forth the entire agreement of
the parties hereto in respect of the subject matter contained herein and during
the term of the Agreement supercedes the provisions of all prior agreements,
promises, covenants, arrangements, communications, representations or
warranties, whether oral or written, by any officer, employee or representative
of any party hereto with respect to the subject matter hereof.
10. Acknowledgement. Executive acknowledges that he has had the
opportunity to consult legal counsel concerning this Agreement, that Executive
has read and understands the Agreement, that Executive is fully aware of its
legal effect, and that Executive has entered into it freely based on his own
judgment and not on any representations or promises other than those contained
in this Agreement.
ALTERA CORPORATION, EXECUTIVE
a Delaware corporation
Date: 11/29/00 Date: 11/30/00
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By: /s/ XXXXXX XXXXX /s/ XXXX XXXXX
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Name: Xxxxxx Xxxxx Name of Executive
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Title: CEO
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