Separation Agreement and General Release - Ian Aaron


 Exhibit 10.1 
  
 SEPARATION AGREEMENT AND GENERAL RELEASE 
  
 THIS SEPARATION AGREEMENT AND GENERAL RELEASE (“Agreement”) is made and entered into by and between
Ian Aaron (“Aaron,” “You” or “Your”), on the one hand, and Gemstar-TV Guide International, Inc. (the “Company”), on the other hand. 
  
 RECITALS: 
  
 A. The parties acknowledge and agree that Aaron’s employment will terminate on March 11, 2005 (the
“Termination Date”), after which date he shall perform no further duties, functions or services on behalf of the Company. 
  
 B. Aaron and the Company want to settle fully and finally all potential disputes or differences between them, including, but not limited to, all potential
disputes or differences which arise out of or relate to Aaron’s employment or separation of employment with the Company. 
  
 NOW, THEREFORE, Aaron and the Company understand and agree as follows: 
  
 1. Payment By the Company. 
  

The Company agrees that, within ten (10) business days of the Effective Date of the Agreement as defined in paragraph 3 below, it will deliver a check
payable to Aaron in the amount of One Million Six Hundred Seventy-one Thousand Seven Hundred Fifty Dollars ($1,671,750.00), less all appropriate withholdings and deductions to the extent required by law (this amount shall be referred to herein as
the “Payment”). Aaron acknowledges that upon execution of this Agreement, the Payment described herein shall constitute full and complete satisfaction of any and all amounts properly due and owing to Aaron (including, but not
limited to, all forms of payments and/or compensation described in paragraph 2 below) as a result of his employment with the Company and/or the termination of that employment and that in the absence of this Agreement, Aaron would not be entitled to
the Payment as specified in this paragraph 1 and the other consideration provided under this Agreement. Notwithstanding, the Payment shall not be deemed to satisfy any outstanding expenses that were properly submitted by Aaron to the Company on or
before the Termination Date, for which Aaron will be reimbursed in accordance with and subject to the Company’s policies. 
  
 2. No Other Payments or Monies Owed. 
  
 You acknowledge, understand and agree that You have been or will be compensated by the Company in full for all wages and other pay earned and accrued by
You through the Termination Date and that, except for the Payment described in paragraph 1 above, no other wages, bonuses, vacation pay, or other payments or compensation of any kind whatsoever are owed to You or will be paid to You by the Company
(with the sole exception of reimbursement for any outstanding expenses that were properly submitted by You to the Company on or before the Termination Date, which will be reimbursed in accordance with and subject to the Company’s policies). You
further acknowledge, understand and agree that except for the Payment described in paragraph 1 above, You are not eligible to receive and will not receive any 

  

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other separation or severance pay from the Company in connection with Your employment, the termination of Your employment or Your executing this Agreement.

  
 3. Effective Date of Agreement. 
  
 This Agreement shall become effective only upon: (i) receipt by the Company
of an executed copy of this Agreement; and (ii) the expiration of the revocation period described in subparagraph (b) of paragraph 10 below. 
  
 4. Company Benefits. 
  
 Except as set forth below and as mandated by applicable law, all Company-sponsored employee benefits provided to You shall cease as of the close of
business on the Termination Date. 
  
 a.
Health Benefits: Your eligibility to participate in the Company’s group medical, dental and vision plans shall cease as of the last day of the calendar month during which the Termination Date occurred. Thereafter, You will be eligible to
continue participation in the Company’s group health plans, at Your sole expense, in accordance with and subject to the conditions and limitations of the federal Consolidated Omnibus Reconciliation Act of 1986 (“COBRA”).
The Company shall reimburse You for any premiums that You pay for COBRA continuation for ninety (90) days following the Termination Date, or until You become eligible for group medical insurance with another employer, whichever comes first.

  
 b. 401(k) Plan: You shall retain all
vested benefits that You have accrued in the Company’s 401(k) Plan through the Termination Date. Your rights with respect to any such vested benefits shall be exclusively governed by the terms and provisions of the applicable 401(k) Plan
documents, as they may be amended from time to time, and interpreted by the plan’s administrators. You understand and agree that no additional or accelerated rights or vesting are being conferred as a result of the termination of Your
employment or Your execution of this Agreement. This Agreement does not, and is not intended to, grant to You any different or additional rights in connection with Your participation in the 401(k) Plan. You expressly understand and agree that the
Company has not made and does not make any representation of any kind or nature whatsoever regarding the past, current or future value of Your benefits, if any, under the 401(k) Plan and You further understand and agree that any claim arising on or
before the date on which You execute this Agreement concerning the value of any such benefits is hereby released and waived pursuant to paragraph 10(a) of this Agreement. 
  
 c. Stock Options: In accordance with Your Employment Agreement, (i) You shall retain all unexercised
stock options, if any, that have been granted to You and which vested on or before the Termination Date, (ii) the stock options granted to You pursuant to Your Employment Agreement with the Company, and any other options granted to You by the
Company during Your employment, to the extent they are outstanding and not previously vested, shall vest in full on the Termination Date, and (iii) all such vested stock options shall continue to be exercisable for a period of three (3) years after
the Termination Date in accordance with and subject to the terms of the controlling stock option plan(s) and stock option agreement(s). All of 

  

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the applicable stock options granted to You are summarized in the Stock Options Award Schedule attached to this Agreement as Attachment “A.” This
Agreement is not intended to nor shall amend the terms of the controlling stock option plan(s) and/or stock option agreement(s). You expressly understand and agree that the Company has not made and does not make any representation of any kind or
nature whatsoever regarding the past, current or future value of any stock options that may have been granted to You under the stock option plan and You further understand and agree that any claim arising on or before the date on which You execute
this Agreement concerning the value of any such stock options is hereby released and waived pursuant to paragraph 10(a) of this Agreement. 
  
 5. Return of Company Property. 
  
 You represent and agree that You have returned to the Company any and all Company property in Your possession, custody or control, and/or in the
possession, custody or control of Your agents or representatives, including all originals and all copies of files, records, documents, computer disks, computer files, contact lists, and all of the Company’s equipment, including telephones,
pagers and computers. 
  
 6. Confidentiality. 

 
 You acknowledge that in the course of Your employment with the Company,
You had access to confidential and proprietary information concerning the Company, its operations, its future plans and its method of doing business, including, by way of example, but by no means limited to, highly proprietary information about the
Company’s customers, product development, financial matters, marketing, pricing, costs and compensation (hereinafter “Confidential Information”), all of which information You understand and agree would be extremely damaging to the
Company if disclosed to a competitor of the Company or any other person or entity. As used herein, the term “competitor” includes, but is not limited to, any person or entity engaged in a business similar to that of the Company or any of
its subsidiary or affiliated companies. You understand and agree that such information has been divulged to You in confidence, and that, at all times, You will not disclose or communicate Confidential Information or any other secret or confidential
information to anyone, if such information is not publicly available. You further agree to keep the terms and contents of this Agreement completely confidential, except to consult with Your legal, tax or other financial advisors or immediate family
members, or as otherwise required by law. 
  

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 7. Assignment of Rights. 
  
 Aaron hereby assigns to the Company all of his rights, title and interest in and to any and all inventions (and all
proprietary rights with respect thereto) whether or not patentable or registrable under copyright or similar statutes, made or conceived or reduced to practice or learned by him, either alone or jointly with others, during the period of his
employment with the Company. Aaron recognizes that this Agreement does not require assignment of any invention demonstrated by him to qualify fully for protection under Section 2870 of the California Labor Code, the text of which is substantially
set forth below: 
  
 2870. Employment agreements; assignment of rights

  
 i Any provision in an employment agreement which provides
that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s
equipment, supplies, facilities, or trade secret information except for those inventions that either: 
  
 (a) relate at the time of conception or reduction to practice of the invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer; or 
  
 (b) result from
any work performed by the employee for the employer. 
  
 ii To
the extent a provision in an employment agreement purports to require an employee to assign an invention otherwise excluded from being required to be assigned under subdivision (a), the provision is against the public policy of this state and is
unenforceable. 
  
 Aaron acknowledges that all original works of authorship which
are made by him (solely or jointly with others) within the scope of his employment and which are protectable by copyright are “works made for hire,” as that term is defined in the United States Copyright Act (17 U.S.C., Section 101).

  
 From time to time, as and when requested by the Company, Aaron
will execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other actions, as such the Company may reasonably deem necessary or desirable to effectuate
or evidence the assignment(s) contemplated by this paragraph 7, including, without limitation, executing and delivering to the Company or its designee such further assignments and other instruments, in each case as the Company may reasonably request
for such purpose. 
  
 8. Further Cooperation. 

 
 You agree that You shall cooperate fully with the Company, if so
requested, with respect to any internal or external investigation or inquiry as well as any issues, claims or litigation (whether or not currently pending) involving the Company, or any other entity released herein, or any of those entities’
employees, including providing information and assistance and being reasonably available upon reasonable notice for both pre-trial discovery and trial proceedings at no cost to the Company other than that required under statute. You further agree to
participate in any such investigation, inquiry, proceedings or action and to provide truthful and accurate testimony, documents, records and any other information requested. In addition, You agree to meet with attorneys or representatives of the
Company, upon reasonable notice and for reasonable time periods, in connection with any such investigation, inquiry, proceedings or action. If, pursuant to the Company’s request, You are required to spend more than an aggregate of three (3)
days providing information and assistance to the Company pursuant to this 

  

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Paragraph, the Company shall compensate You for each additional day spent providing such cooperation at a daily rate of $1,700. In addition, the Company will
reimburse You for all your reasonably incurred out-of-pocket expenses incurred by You in connection with providing such cooperation. 
  
 9. No Lawsuits. 
  
 Aaron promises never to file a lawsuit, administrative complaint, or charge of any kind with any court, governmental or administrative agency or
arbitrator against the Company or its officers, directors, agents or employees, asserting any claims that are released in this Agreement. Aaron represents and agrees that, prior to signing this Agreement, he has not filed or pursued any complaints,
charges or lawsuits of any kind with any court, governmental or administrative agency or arbitrator against the Company or its officers, directors, agents or employees, asserting any claims that are released in this Agreement. 
  
 10. Complete Release. 
  
 (a) In consideration of the mutual covenants and promises contained herein,
and subject to the consideration set forth above in Paragraph 1, and subject to the rights and claims reserved in Paragraph 10(c), Aaron hereby knowingly and voluntarily releases, absolves and discharges the Company and, as applicable, its officers,
partners, attorneys, agents, officers, administrators, directors, employees, affiliates, representatives, and/or assigns and successors, past and present (collectively, the “Releasees”) from all rights, claims, demands,
obligations, damages, losses, causes of action and suits of all kinds and descriptions, legal and equitable, known and unknown, that Aaron may have or ever have had against the Releasees from the beginning of time to the date of execution of this
Agreement, including, but not limited to, any such rights, claims, demands, obligations, damages, losses, causes of action and suits arising out of, but not limited to, any right of Aaron or of any person arising under any law, statute, duty,
contract, covenant, or order, or any liability for any act of age discrimination or other impermissible form of harassment or discrimination by the Company against Aaron or any other person, as prohibited by any state or federal statute or common
law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. § 2000e, the Americans With Disabilities Act, 42 U.S.C. §§ 12101 et seq., the Age Discrimination in Employment Act, 29 U.S.C. §§ 623 et
seq., the California Fair Employment and Housing Act, Cal. Gov’t Code §§ 12940 et seq., the California Workers’ Compensation Act, Cal. Lab. Code §§ 3600 et seq., the Fair Labor Standards Act, 29 U.S.C. §§ 201
et seq., and the laws established by the California Department of Labor Standards Enforcement, e.g., Cal. Lab. Code §§ 200-272. This includes, but is not limited to, claims for employment discrimination, wrongful termination, constructive
termination, violation of public policy, breach of any express or implied contract, breach of any implied covenant, fraud, intentional or negligent misrepresentation, emotional distress, or any other claims relating to Aaron’s relationship with
the Company. The matters that are the subject of the releases referred to in this Paragraph shall be referred to collectively as the “Released Matters.” 
  

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 (b) Aaron further understands and acknowledges that: 
  
 (1) This Agreement constitutes a voluntary waiver of any and
all rights and claims he has against the Releasees as of the date of the execution of this Agreement, including rights or claims arising under the Age Discrimination in Employment Act; 
  
 (2) He has waived rights or claims pursuant to this Agreement in exchange for consideration, the value of
which exceeds the payment or remuneration to which he was already entitled; 
  
 (3) He is hereby advised that he may consult with an attorney of his choosing concerning this Agreement prior to executing it; 
  

(4) He has been afforded a period of at least 21 days to consider the terms of this Agreement, and in the event he should decide to
execute this Agreement in fewer than 21 days, he has done so with the express understanding that he has been given and declined the opportunity to consider this Agreement for a full 21 days; and 
  
 (5) He may revoke this subparagraph 10(b) of the Agreement
at any time during the seven (7) days following the date of execution of this Agreement by delivering a written notice to Stephen H. Kay, Esq., Gemstar-TV Guide International, Inc., 6922 Hollywood Blvd., 12th Floor, Los Angeles, California 90028,
which notice must be delivered within seven (7) calendar days of Your execution of this Agreement. This subparagraph 10(b) of the Agreement shall not become effective or enforceable until such revocation period has expired (the “Effective
Date”). 
  
 (c) You and the Company further agree and
acknowledge that, by virtue of this Agreement, You are not waiving or releasing any rights or claims for defense or indemnification that You may have against the Company whether under Your Employment Agreement or otherwise. 
  
 (d) In consideration of the mutual covenants and promises contained herein,
and subject to the consideration set forth above in Paragraph 1, and subject to the rights and claims reserved in Paragraph 10(e), the Company hereby knowingly and voluntarily releases, absolves and discharges Aaron from all known rights, claims,
demands, obligations, damages, losses, causes of action and suits of all kinds and descriptions, legal and equitable that the Company may have or ever have had against Aaron from the beginning of time to the date of execution of this Agreement,
including, but not limited to, any such rights, claims, demands, obligations, damages, losses, causes of action and suits arising out of, but not limited to, any right of the Company arising under any law, statute, duty, contract, covenant, or
order. 
  
 (e) Aaron and the Company agree and acknowledge that,
by virtue of this Agreement, the Company is not waiving or releasing: (i) any rights or claims that the Company may have against Aaron that are unknown to the Company or unanticipated by the Company at the time of the execution of this Agreement;
and (ii) any claims that the Company may have now or at any time in the future against Aaron for criminal activities, embezzlement, malfeasance or fraud. 
  

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 11. Unknown Claims. 
  
 Aaron acknowledges that there is a risk that subsequent to the execution of this Agreement, he will incur or suffer damage,
loss or injury to persons or property that is in some way caused by or connected with Aaron’s employment or the resignation/termination therefrom, but that is unknown or unanticipated at the time of the execution of this Agreement. Aaron does
hereby specifically assume such risk and agrees that this Agreement and the releases contained herein shall and do apply to all unknown or unanticipated results of any and all matters caused by or connected with Aaron’s employment or the
resignation/ termination therefrom, as well as those currently known or anticipated. Accordingly, Aaron acknowledges that he has read the provisions of California Civil Code Section 1542, which provides as follows: 
  
 “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 to him must have materially affected his settlement with the debtor” 
  
 and that he expressly waives, relinquishes and forfeits all rights and benefits accorded by the provisions of California Civil Code Section
1542, and furthermore waives any rights that he might have to invoke said provisions now or in the future with respect to the Released Matters. 
  
 12. Ownership Of Claims. 
  
 Aaron represents and warrants that no portion of any of the Released Matters and no portion of any recovery or settlement to which Aaron might be entitled
has been assigned or transferred to any other person, firm, entity or corporation not a party to this Agreement, in any manner, including by way of subrogation or operation of law or otherwise. If any claim, action, demand or suit should be made or
instituted against the Releasees or any of them because of any such purported assignment, subrogation or transfer, Aaron agrees to indemnify and hold harmless the Releasee(s) against such claim, action, suit or demand, including necessary expenses
of investigation, attorneys’ fees and costs. 
  
 13. No
Representations. 
  
 Aaron represents and agrees that no
promises, statements or inducements have been made to him which caused him to sign this Agreement other than those expressly stated in this Agreement. 
  
 14. Goodwill And Reputation Of The Company. 
  
 Aaron agrees that he will refrain from taking actions or making statements, written or oral, which disparage or defame the goodwill or reputation of the
Company, and/or its directors, officers, executives and employees. 
  
 15. Non-Admission Of Discrimination Or Wrongdoing. 
  
 This Agreement shall not in any way be construed as an admission that the Company or any individual has any liability to or acted wrongfully in any way with respect to Aaron or any other person. The Company specifically denies that it has
any liability to or that it has done any 

  

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wrongful, harassing and/or discriminatory acts against Aaron or any other person on the part of itself, or its officers, employees and/or agents. 

 
 16. Successors. 
  
 This Agreement shall be binding upon Aaron and upon his heirs,
administrators, representatives, executors, successors and assigns, and shall inure to the benefit of the Company and to its heirs, administrators, representatives, executors, successors and assigns. 
  
 17. Arbitration. 
  
 (a) Any claim or controversy arising out of or relating to this Agreement or
any breach thereof between Aaron and the Company shall be submitted to arbitration in Los Angeles County, California, before an experienced employment arbitrator licensed to practice law in California and selected in accordance with the JAMS
Employment Arbitration Rules and Procedures, as the exclusive remedy for such claim or controversy. Either party desiring to arbitrate shall give written notice to the other party within a reasonable period of time after the party becomes aware of
the need for arbitration. The decision of the arbitrator shall be final and binding. Judgment on any award rendered by such arbitrator may be entered in any court having jurisdiction over the subject matter of the controversy. The prevailing party
shall receive an award of costs and expenses related to the arbitration, including attorneys’ fees. The fees and costs of the arbitrator shall be shared equally by the parties. 
  
 (b) Should Aaron or the Company institute any legal action or administrative proceeding with respect to any claim waived by
this Agreement or pursue any dispute or matter covered by this paragraph by any method other than said arbitration, the responding party shall be entitled to recover from the other party all damages, costs, expenses and attorneys’ fees incurred
as a result of such action. 
  
 18. Severability And Governing
Law. 
  
 (a) Should any of the provisions in this Agreement be
declared or be determined to be illegal or invalid, all remaining parts, terms or provisions shall be valid, and the illegal or invalid part, term or provision shall be deemed not to be a part of this Agreement. 
  
 (b) This Agreement is made and entered into in the State of California and
shall in all respects be interpreted, enforced and governed under the laws of California. 
  
 19. Proper Construction. 
  
 (a) The language of all parts of this Agreement shall in all cases be construed as a whole according to its fair meaning, and not strictly for or against any of the parties. 
  
 (b) As used in this Agreement, the term “or” shall be deemed to include the term “and/or” and the
singular or plural number shall be deemed to include the other whenever the context so indicates or requires. 
  

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 (c) The paragraph headings used in this Agreement are intended solely for convenience of reference and
shall not in any manner amplify, limit, modify or otherwise be used in the interpretation of any of the provisions hereof. 
  
 20. Entire Agreement. 
  
 This Agreement constitutes the entire agreement between and among the parties pertaining to the subject matter hereof and the final, complete and
exclusive expression of the terms and conditions of their agreement. Any and all prior agreements, representations, negotiations and understandings made by the parties, oral and written, express or implied, are hereby superseded and merged herein,
except for those provisions in that certain Employment Agreement dated April 16, 2003, between You and the Company (“Employment Agreement”) which expressly extend or survive beyond the term of that Employment Agreement or
Your employment with the Company and which are not expressly and specifically superseded by this Agreement, including, but not limited to, the provisions in that Employment Agreement regarding Antisolicitation and Soliciting Employees. 

 
 21. Execution In Counterparts. 
  
 This Agreement may be executed in one or more counterparts, all of which
taken together shall constitute one agreement. 
  
 Executed at
                    , California, this              day of
                    , 2005. 
  

			
	Ian Aaron
	
	 
	 Ian Aaron



  
 Executed at
                    , California, this              day of
                    , 2005. 
  

			
	Gemstar-TV Guide International, Inc.
		
	 By:
	 	 
	 Its:
	 	 


  

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 Attachment A

  
  
 Ian Aaron 
  
 Stock
Options Award Schedule 
  
  
  

								
	 Grant Date

	  	No. of Options

	  	Exercise Price

	  	Expiration Date


	 5/16/2003
	  	425,000	  	$	4.05	  	5/15/2013
	 1/22/2004
	  	104,127	  	 	5.67	  	1/21/2014
	 2/25/2005
	  	98,855	  	 	4.65	  	2/25/2015