ex10-48.htm


    EXHIBIT
10.48

    


    CHANGE
OF CONTROL

    SEVERANCE
BENEFIT AGREEMENT

     

    This
Change of
Control Severance Benefit Agreement (the “Agreement”)
is entered into as of the _____
day of ________, 2010 (the “Effective
Date”), between
____________________ (“Employee”)
and Sanmina-SCI
Corporation (the “Company”).  This
Agreement is intended to provide Employee with certain compensation and benefits
in the event that Employee is subject to certain qualifying terminations of
employment in connection with a Change of Control.  Certain
capitalized terms used in this Agreement are defined in Article 5.

     

    The
Company and Employee hereby agree as follows:

     

    ARTICLE
1 

     

    Scope
of and Consideration for this Agreement

     

    1.1 Employee
is currently employed by the Company.

     

    1.2 The
Company and Employee wish to set forth the compensation and benefits that
Employee shall be entitled to receive upon a Covered Termination.

     

    1.3 The
duties and obligations of the Company to Employee under this Agreement shall be
in consideration for Employee’s past services to the Company, Employee’s
continued employment with the Company, and, with respect to the benefits
described in Article 2, Employee’s execution of an effective Release in
accordance with Section 3.1.

     

    1.4 Except
as provided herein, this Agreement shall supersede any other severance benefit
plan, policy, or practice previously or currently maintained by the Company
relating to severance benefits and any written or unwritten agreement between
Employee and the Company relating to severance
benefits.  Notwithstanding the preceding sentence, this Agreement
shall not supersede the following:

     

    (a) In
the event that benefits of the type set forth in Section 2.4 below are also
provided in an equity incentive plan in which the primary form of award is in
the form of options on stock of the Company or grants of shares of stock of the
Company, the benefits set forth in such equity incentive plan shall first be
applied and Employee’s benefits pursuant to Section 2.4 shall be applied only to
the extent that the reduction pursuant to Section 3.3 below does not entirely
eliminate benefits under this Agreement.

     

    (b) In
the event that Employee and the Company have previously entered into a written
agreement providing in whole or in part for the provision of severance benefits,
such agreement is set forth on Schedule I (a “Schedule I
Agreement”).  Schedule I shall set forth the  manner
in which benefits are to be coordinated between such Schedule I Agreement and
this Agreement.

     

    ARTICLE
2 

     

    Severance
Benefits

     

    2.1 Severance
Benefits.  Except as provided in Article 3, upon a Covered
Termination, Employee shall be entitled to receive the benefits set forth in
Sections 2.2, 2.3, and 2.4.

     

    2.2 Cash Severance
Benefits.  Except as otherwise provided herein, the Company
shall make a lump sum cash severance payment to Employee in an amount equal to
the sum of (a) __ times (___X) the Employee’s Base Salary, as in effect on the
date of a Covered Termination, or, if higher, as in effect immediately prior to
the Change of Control, plus (b) an additional payment equal to the Employee’s
annual target bonus at one hundred percent (100%) achievement, as in effect on
the date of a Covered Termination, or, if higher, as in effect immediately prior
to the Change of Control.

     

    2.3 Health Continuation Coverage
Benefits.

     

    (a) The
Company shall make a lump sum payment to Employee in an amount equal to the
premiums payable by Employee for continued health, dental, or vision plan
coverage pursuant to COBRA for the 18 month period following the date of the
Covered Termination (inclusive of premiums for Employee’s dependents for such
health, dental, or vision plan coverage as in effect immediately prior to the
date of the Covered Termination).

     

    (b) For
purposes of this Section 2.3, (i) references to COBRA shall be deemed to refer
also to analogous provisions of state law, and (ii) any applicable insurance
premiums that are paid by the Company shall not include any amounts payable by
Employee under a Code Section 125 health care reimbursement plan, which amounts,
if any, are the sole responsibility of Employee.

     

    2.4 Equity
Awards.  Effective upon the Covered Termination, all Company
stock awards, including options, restricted stock, restricted stock units, stock
appreciation rights and any other form of performance-based equity award, then
held by Employee shall vest in full and become fully exercisable (if applicable)
as of the date of such Covered Termination (subject, if applicable, to the
exercise period post-termination set forth in the applicable option agreement,
or if none is stated, in the plan(s) pursuant to which such options were
granted).

     

    ARTICLE
3 

     

    Limitations
and Conditions on Benefits

     

    3.1 Release Prior to Payment of
Benefits.  Notwithstanding anything to the contrary set forth
herein, Employee shall receive the benefits set forth in this Agreement if and
only if Employee duly executes and returns to the Company, within the applicable
time period set forth therein but in no event more than forty-five (45) days
following the date of the applicable Covered Termination, the Company’s standard
form of release of claims in favor of the Company attached to this Agreement as
[Exhibit A or Exhibit B] [Exhibit A, Exhibit B, or Exhibit C], as appropriate
(each a “Release”),
and permits the release of claims contained therein to become effective in
accordance with its terms (such latest permitted effective date, the “Separation
Agreement Deadline”).  If the Release does not become effective
by the Separation Agreement Deadline, Employee will not have any rights to the
benefits under this Agreement.  Notwithstanding any other payment
schedule set forth in this Agreement, none of the benefits will be paid or
otherwise delivered prior to the effective date of the Release.  On
the first regular payroll pay day following the effective date of the Release,
the Company will pay Employee or otherwise make available to Employee the
benefits Employee would otherwise have received under the Agreement on or prior
to such date but for the delay in payment related to the effectiveness of the
Release.

     

    3.2 Parachute Payment
Limitation.  Except as otherwise provided in an agreement
between Employee and the Company, if any payment or benefit Employee would
receive in connection with a Change of Control from the Company or otherwise
(“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of
the Code, and (ii) but for this sentence, be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise
Tax”), then such Payment shall be equal to the Reduced
Amount.  The “Reduced
Amount” shall be either (x) the largest portion of the Payment that would
result in no portion of the Payment being subject to the Excise Tax, or (y) the
largest portion, up to and including the total, of the Payment, whichever
amount, after taking into account all applicable federal, state and local
employment taxes, income taxes, and the Excise Tax (all computed at the highest
applicable marginal rate), results in Employee’s receipt of the greatest
economic benefit notwithstanding that all or some portion of the Payment may be
subject to the Excise Tax. If a reduction in payments or benefits constituting
“parachute payments” is necessary so that the Payment equals the Reduced Amount,
reduction shall occur in a manner necessary to provide Employee with the
greatest economic benefit.  If more than one manner of reduction of
payments or benefits necessary to arrive at the Reduced Amount yields the
greatest economic benefit, the payments and benefits shall be reduced pro rata.

     

    3.3 Certain Reductions and
Offsets.  The benefits payable under this Agreement shall be
reduced, in whole or in part, by any other severance benefits, pay in lieu of
notice, or other similar benefits payable to Employee by the Company that become
payable in connection with Employee’s termination of employment pursuant to (i)
any applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act (the “WARN
Act”), (ii) any Company policy or practice providing for Employee to
remain on the payroll for a limited period of time after being given notice of
the termination of Employee’s employment, (iii) a provision of an equity plan
described in Section 1.4(a) or (iv) a Schedule I Agreement as described in
Section 1.4(b).  The benefits provided under this Agreement are
intended to satisfy, in whole or in part, any and all statutory obligations and,
except as provided in Section 1.4(a) and Section 1.4(b), any contractual
obligations of the Company that may arise out of Employee’s termination of
employment, and the parties shall so construe and implement the terms of this
Agreement accordingly.  In the Company’s sole discretion, such
reductions may be applied on a retroactive basis, with severance benefits
previously paid being re-characterized as payments pursuant to the Company’s
statutory obligation.

     

    3.4 Mitigation.  Except
as otherwise specifically provided herein, Employee shall not be required to
mitigate damages or the amount of any payment provided under this Agreement by
seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Agreement be reduced by any compensation earned by
Employee as a result of employment by another employer or by any retirement
benefits received by Employee after the date of a Covered Termination, except
for any health continuation coverage that may be provided pursuant to Section
2.3.

     

    3.5 Application of Section
409A.

     

    (a) All
payments provided under this Agreement are intended to constitute separate
payments for purposes of Treasury Regulation Section
1.409A-2(b)(2).

     

    (b) The
cash severance payment provided under Section 2.2 and the payment provided under
Section 2.3 shall be paid promptly following Employee’s Covered Termination, but
in no event later than March 15th of the calendar year following the date of
such Covered Termination, with the result that such payment will be payable
pursuant to the “short-term deferral” exception set forth in Treasury Regulation
Section 1.409A-1(b)(4).

     

    (c) To
the extent that benefits provided under Section 2.3 qualify for coverage under
COBRA, such amounts shall be paid pursuant to the exception provided by Treasury
Regulation Section 1.409A-1(b)(9)(v).  To the extent that such
benefits do not so qualify, the following restrictions shall apply: (i) the
amount of any such expense reimbursements provided during Employee’s taxable
year shall not affect any expenses eligible for reimbursement in any other
taxable year; (ii) the reimbursement of such expenses shall be made no later
than the last day of Employee’s taxable year that immediately follows the
taxable year in which the expense was incurred; and (iii) the right to any
reimbursement shall not be subject to liquidation or exchange for another
benefit or payment.

     

    (d) Benefits
provided under Section 2.4 are intended to be provided pursuant to the exception
provided by Treasury Regulation Section 1.409A-1(b)(5)(v)(E).

     

    3.6 Tax
Withholding.  All payments made by the Company under this
Agreement, including the payment made pursuant to Section 2.3
hereof,  shall be subject to applicable withholding obligations of the
Company, including without limitation, obligations to withhold for federal,
state and local income and employment taxes.

     

    3.7 Indebtedness of
Employee.  If Employee is indebted to the Company on the
effective date of a Covered Termination, the Company reserves the right to
offset any severance payments under this Agreement by the amount of such
indebtedness.

     

    ARTICLE
4 

     

    Other
Rights and Benefits

     

    Nothing
in the Agreement shall prevent or limit Employee’s continuing or future
participation in any benefit, bonus, incentive or other plans, programs,
policies or practices provided by the Company and for which Employee may
otherwise qualify, nor shall anything herein limit or otherwise affect such
rights as Employee may have under other agreements with the Company except as
provided in Section 1.4 above.  Except as
otherwise expressly provided herein, amounts that are vested benefits or that
Employee is otherwise entitled to receive under any plan, policy, practice or
program of the Company at or subsequent to the date of a Change of Control shall
be payable in accordance with such plan, policy, practice or
program.

     

    ARTICLE
5 

     

    Definitions

     

    Unless
otherwise provided, for purposes of the Agreement, the following definitions
shall apply:

     

    5.1 “Base
Salary” means Employee’s annual base pay (excluding incentive pay,
premium pay, commissions, overtime, bonuses and other forms of variable
compensation), at the rate in effect during the last regularly scheduled payroll
period immediately preceding the date of Employee’s Covered
Termination.

     

    5.2 “Board”
means the Board of Directors of the Company or a committee of the Board of
Directors of the Company that has been authorized by the Board of Directors of
the Company to administer the compensation of the employees of the
Company.

     

    5.3 “Change of
Control” means the occurrence, in a single transaction or in a series of
related transactions, of any one or more of the following events:

     

    (a) any
person becomes the Owner, directly or indirectly, of securities of the Company
representing more than fifty percent (50%) of the combined voting power of the
Company’s then outstanding securities other than by virtue of a merger,
consolidation or similar transaction. Notwithstanding the foregoing, a Change of
Control shall not be deemed to occur (A) on account of the acquisition of
securities of the Company by an investor, any affiliate thereof or any other
person from the Company in a transaction or series of related transactions the
primary purpose of which is to obtain financing for the Company through the
issuance of equity securities or (B) solely because the level of Ownership held
by any person (the “Subject
Person”) exceeds the designated percentage threshold of the outstanding
voting securities as a result of a repurchase or other acquisition of voting
securities by the Company reducing the number of shares outstanding, provided
that if a Change of Control would occur (but for the operation of this sentence)
as a result of the acquisition of voting securities by the Company, and after
such share acquisition, the Subject Person becomes the owner of any additional
voting securities that, assuming the repurchase or other acquisition had not
occurred, increases the percentage of the then outstanding voting securities
Owned by the Subject Person over the designated percentage threshold, then a
Change of Control shall be deemed to occur;

     

    (b) there
is consummated a merger, consolidation or similar transaction involving
(directly or indirectly) the Company and, immediately after the consummation of
such merger, consolidation or similar transaction, the stockholders of the
Company immediately prior thereto do not Own, directly or indirectly, either (A)
outstanding voting securities representing more than fifty percent (50%) of the
combined outstanding voting power of the surviving entity in such merger,
consolidation or similar transaction or (B) more than fifty percent (50%) of the
combined outstanding voting power of the parent of the surviving entity in such
merger, consolidation or similar transaction, in each case in substantially the
same proportions as their Ownership of the outstanding voting securities of the
Company immediately prior to such transaction;

     

    (c) the
stockholders of the Company approve or the Board approves a plan of complete
dissolution or liquidation of the Company, or a complete dissolution or
liquidation of the Company shall otherwise occur;

     

    (d) there
is consummated a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company and its
Subsidiaries, other than a sale, lease, license or other disposition of all or
substantially all of the consolidated assets of the Company and its Subsidiaries
to an Entity, more than fifty percent (50%) of the combined voting power of the
voting securities of which are Owned by stockholders of the Company in
substantially the same proportions as their Ownership of the Company immediately
prior to such sale, lease, license or other disposition.

     

    (e) individuals
who, on the Effective Date, are members of the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the
members of the Board; provided, however, that if the appointment or election (or
nomination for election) of any new Board member was approved or recommended by
a majority vote of the members of the Incumbent Board then still in office, such
new member shall, for purposes of this Agreement, be considered as a member of
the Incumbent Board.

     

    For
the avoidance of doubt, the term Change of Control shall not include a sale of
assets, merger or other transaction effected exclusively for the purpose of
changing the domicile of the Company.

     

    5.4 “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.

     

    5.5 “Code”
means the Internal Revenue Code of 1986, as amended.

     

    5.6 “Company”
means Sanmina-SCI Corporation or, following a Change of Control, the surviving
entity resulting from such transaction.

     

    5.7 “Constructive
Termination” means a resignation of employment by Employee within sixty
(60) days after the initial occurrence of any of the events described
below:

     

    (a) Material
diminution in Employee’s annual cash compensation, including base salary and
bonus opportunities compared to Employee’s annual cash compensation as of the
business day immediately preceding the effective date of the Change of Control,
provided, however, that a diminution in Employee’s annual compensation of less
than 20% in the aggregate shall not be deemed to constitute a material
diminution in Employee’s annual compensation;

     

    (b) Material
diminution in Employee’s annual authority, duties or responsibilities compared
to Employee’s authority, duties or responsibilities as of the business day
immediately preceding the effective date of the Change of Control (provided,
however, that a change in reporting relationship caused by the Change of Control
shall not, in and of itself, be deemed to constitute a material diminution in
Employee’s annual authority, duties or responsibilities);

     

    (c) Geographic
relocation of the Employee’s principal place of business to a location more than
seventy-five (75) miles from the location at which Employee predominately
performed duties as of the business day immediately preceding the effective date
of the Change of Control; and

     

    (d) Material
breach by the Company of the Employee’s employment or other service agreement
with the Company.

     

    In
order for a termination to qualify as a Constructive Termination based on the
conduct described above (A) Employee must provide the Chief Executive Officer of
the Company with written notice specifying (x) the particulars of the conduct
and (y) that Employee deems such conduct to be conduct within the meaning of
this definition of Constructive Termination within the thirty (30)-day period
following the initial occurrence of the conduct, and (B) the conduct described
is not cured within thirty (30) days following receipt by the Chief
Executive  Officer of such notice.  For the avoidance of
doubt, the cessation of employment followed by the immediate commencement of
services as an independent contractor of the Company, which does not result in a
“separation from service” with the Company within the meaning of Treasury
Regulation Section 1.409A-1(h), shall not constitute a Constructive
Termination.

     

    5.8 “Covered
Termination” means either (A) an Involuntary Termination Without Cause
which occurs within thirty (30) days prior to or eighteen (18) months following
the effective date of a Change of Control, or (B) a Constructive Termination
which occurs within eighteen (18) months following the effective date of a
Change of Control. Termination of employment of Employee due to death or
disability shall not constitute a Covered Termination unless a voluntary
termination of employment by Employee immediately prior to Employee’s death or
disability would have qualified as a Constructive Termination.

     

    5.9 “Entity”
means a corporation, partnership, limited liability company, or other
entity.

     

    5.10 “Involuntary
Termination Without Cause” means a termination by the Company of
Employee’s employment relationship with the Company resulting in a “separation
from service” with the Company within the meaning of Treasury Regulation Section
1.409A-1(h) (without regard to any permissible alternative definition of
“termination of employment” thereunder) for any reason other than the following:
(i) the willful and continued failure by Employee to substantially perform
Employee’s duties with the Company (other than any such failure resulting from
Employee’s incapacity due to physical or mental illness) that has not been cured
within thirty (30) days after a written demand delivered to Employee by the
Company specifically identifying the manner in which the Company believes that
Employee has not substantially performed Employee’s duties; (ii) the willful
engaging by Employee in conduct prohibited by the Company’s Code of Business
Conduct and Ethics; or (iii) the commission of any felony or act of moral
turpitude, fraud or embezzlement by Employee.  For the avoidance of
doubt, the cessation of employment followed by the immediate commencement of
services as an independent contractor of the Company, which does not result in a
“separation from service” with the Company within the meaning of Treasury
Regulation Section 1.409A-1(h), shall not constitute an Involuntary Termination
Without Cause.

     

    5.11 “Own,”
“Owned,”
“Owner,”
“Ownership”
A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner”
of, or to have acquired “Ownership” of securities if such person or Entity,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, has or shares voting power, which includes the power
to vote or to direct the voting, with respect to such securities.

     

    5.12 “Subsidiary”
means, with respect to the Company, (A) any corporation of which more than fifty
percent (50%) of the outstanding capital stock having ordinary voting power to
elect a majority of the board of directors of such corporation (irrespective of
whether, at the time, stock of any other class or classes of such corporation
shall have or might have voting power by reason of the happening of any
contingency) is at the time, directly or indirectly, Owned by the Company, and
(B) any partnership in which the Company has a direct or indirect interest
(whether in the form of voting or participation in profits or capital
contribution) of more than fifty percent (50%).

     

    ARTICLE
6 

     

    General
Provisions

     

    6.1 Employment
Status.  This Agreement does not constitute a contract of
employment or impose upon Employee any obligation to remain as an employee, or
impose on the Company any obligation (i) to retain Employee as an employee, (ii)
to change the status of Employee as an at-will employee or (iii) to change the
Company’s policies regarding termination of employment.

     

    6.2 Notices.  Any
notices provided hereunder must be in writing, and such notices or any other
written communication shall be deemed effective upon the earlier of personal
delivery (including personal delivery by facsimile) or the third day after
mailing by first class mail, to the Company at its primary office location and
to Employee at Employee’s address as listed in the Company’s payroll
records.  Any payments made by the Company to Employee under the terms
of this Agreement shall be delivered to Employee either in person or at the
address as listed in the Company’s payroll records.

     

    6.3 Severability.  Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will not affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such jurisdiction
as if such invalid, illegal or unenforceable provisions had never been contained
herein.

     

    6.4 Waiver.  If either
party should waive any breach of any provisions of this Agreement, such party
shall not thereby be deemed to have waived any preceding or succeeding breach of
the same or any other provision of this Agreement.

     

    6.5 Complete
Agreement.  This Agreement, including Schedule I, [Exhibit A and Exhibit B] [Exhibit A, Exhibit B and Exhibit C], constitutes the
entire agreement between Employee and the Company and is the complete, final,
and exclusive embodiment of their agreement with regard to this subject matter,
wholly superseding all written and oral agreements with respect to payments and
benefits to Employee in the event of employment termination.  It is
entered into without reliance on any promise or representation other than those
expressly contained herein.  For the avoidance of doubt, Employee’s
obligations pursuant to any agreement or law to maintain in confidence, to
assign to the Company and/or to refrain from using any proprietary or
confidential information or property of the Company is not superseded by this
Agreement and shall remain in full force and effect following any termination of
employment by Employee whether or not such termination of employment is a
Covered Termination.

     

    6.6 Amendment or Termination of
Agreement; Continuation of Agreement.  This Agreement may be
changed or terminated only upon the mutual written consent of the Company and
Employee.  The written consent of the Company to a change or
termination of this Agreement must be signed by an executive officer of the
Company (other than Employee) after such change or termination has been approved
by the Board. Unless so terminated,
this Agreement shall continue in effect for as long as Employee continues to be
employed by the Company or by any surviving entity following any Change of
Control.  In other words, if, following a Change of Control, Employee
continues to be employed by the surviving entity without a Covered Termination
and the surviving entity then undergoes a Change of Control, following which
Employee is terminated by the subsequent surviving entity in a Covered
Termination, then Employee shall receive the benefits described in Article 2
hereof.

     

    6.7 Counterparts.  This
Agreement may be executed in separate counterparts, any one of which need not
contain signatures of more than one party, but all of which taken together will
constitute one and the same Agreement.

     

    6.8 Headings.  The
headings of the Articles and Sections hereof are inserted for convenience only
and shall not be deemed to constitute a part hereof nor to affect the meaning
thereof.

     

    6.9 Successors and
Assigns.  This Agreement is intended to bind and inure to the
benefit of and be enforceable by Employee, and the Company, and any surviving
entity resulting from a Change of Control and upon any other person who is a
successor by merger, acquisition, consolidation or otherwise to the business
formerly carried on by the Company, and their respective successors, assigns,
heirs, executors and administrators, without regard to whether or not such
person actively assumes any rights or duties hereunder; provided, however, that
Employee may not assign any duties hereunder and may not assign any rights
hereunder without the written consent of the Company, which consent shall not be
withheld unreasonably.

     

    6.10 Choice of Law.  All
questions concerning the construction, validity and interpretation of this
Agreement will be governed by the law of the State of California, without regard
to such state’s conflict of laws rules.

     

    6.11 Construction of
Agreement.  In the event of a conflict between the text of the
Agreement and any summary, description or other information regarding the
Agreement, the text of the Agreement shall control.

     

    In Witness
Whereof, the parties have executed this Agreement on the Effective Date
written above.

     

    
      
        	
                Sanmina-SCI
      Corporation

              	 
      	
                Employee

              
	 
      	 
      	 
      	 
      
	
                By:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Name:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                Title:

              	 
      	 
      	 
      
	 
      	 
      	 
      	 
      


      

Schedule
I:                      List
of agreements with severance benefits

    


    Alternative
I – If Employee is already over age 40:

    Exhibit
A:                      Release
(Individual Termination – Age 40 or Older)

    Exhibit
B:                      Release
(Group Termination – Age 40 or Older)

    


    Alternative
II – If Employee is currently under age 40:

    Exhibit
A:                      Release
(Individual and Group Termination – Under Age 40)

    Exhibit
B:                      Release
(Individual Termination – Age 40 or Older)

    Exhibit
C:                      Release
(Group Termination – Age 40 or Older)


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


    Schedule
I

    List
of Agreements with Severance Benefits


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
A

    


    RELEASE

    (Individual
Termination – Age 40 or Older)

     

    Certain
capitalized terms used in this Release are defined in the Change of Control
Severance Benefits Agreement (the “Agreement”)
which I have executed and of which this Release is a part.

     

    I
understand that this Release, together with the Agreement, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise or representation by the
Company or an affiliate of the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Agreement.

     

    I
hereby confirm my obligations under the Company’s Employee Proprietary
Information and Inventions Agreement.

     

    Except
as otherwise set forth in this Release, I hereby generally and completely
release the Company and its affiliates, and their parents, subsidiaries,
successors, predecessors and affiliates, and their partners, members, directors,
officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way related to my employment with the Company and its affiliates, or their
affiliates, or the termination of that employment; (b) all claims related to my
compensation or benefits, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance pay, fringe benefits, stock, stock options, or
any other ownership interests in the Company and its affiliates, or their
affiliates; (c) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (d) all tort
claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of
1964 (as amended), the federal Americans with Disabilities Act of 1990 (as
amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), and
the California Fair Employment and Housing Act (as amended).

     

    Notwithstanding
the foregoing, I understand that the following rights or claims are not included
in my Release: (a) any rights or claims for indemnification I may have pursuant
to any written indemnification agreement with the Company or its affiliate to
which I am a party; the charter, bylaws, or operating agreements of the Company
or its affiliate; or under applicable law; or (b) any rights which cannot be
waived as a matter of law.  In addition, I understand that nothing in
this Agreement prevents me from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that I hereby waive my right to any monetary benefits in
connection with any such claim, charge or proceeding.  I hereby
represent and warrant that, other than the claims identified in this paragraph,
I am not aware of any claims I have or might have that are not included in the
Release.

     

    I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA, and that the consideration given under the Agreement
for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that:  (a) my waiver and release do not apply to any rights or
claims that may arise after the date I sign this Release; (b) I should
consult with an attorney prior to signing this Release (although I may choose
voluntarily not do so); (c) I have twenty-one (21) days to consider this
Release (although I may choose voluntarily to sign this Release earlier);
(d) I have seven (7) days following the date I sign this Release to revoke
the Release by providing written notice to an officer of the Company; and
(e) this Release shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth day after I sign this
Release.

     

    I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

     

    I
hereby represent that I have been paid all compensation owed and for all hours
worked; I have received all the leave and leave benefits and protections for
which I am eligible pursuant to the Family and Medical Leave Act, the California
Family Rights Act, or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.

     

    I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than twenty-one (21) days following the
date it is provided to me.

     

    
      
        	
                Employee

              
	 
      	 
      
	 
      	 
      
	
                Date:

              	 
      
	 
      	 
      


      



      
        
          
                                                                               

          

           


        

        
           


          
            

          

        

        
           


        

      

Exhibit
B

    


    RELEASE

    (Group Termination – Age 40 or
Older)

     

    Certain
capitalized terms used in this Release are defined in the Change of Control
Severance Benefits Agreement (the “Agreement”)
which I have executed and of which this Release is a part.

     

    I
understand that this Release, together with the Agreement, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise or representation by the
Company or an affiliate of the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Agreement.

     

    I
hereby confirm my obligations under the Company’s Employee Proprietary
Information and Inventions Agreement.

     

    Except
as otherwise set forth in this Release, I hereby generally and completely
release the Company and its affiliates, and their parents, subsidiaries,
successors, predecessors and affiliates, and its and their partners, members,
directors, officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way related to my employment with the Company and its affiliates, or their
affiliates, or the termination of that employment; (b) all claims related
to my compensation or benefits, including salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock
options, or any other ownership interests in the Company and its affiliates, or
their affiliates; (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (e) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990 (as amended), the federal Employee Retirement Income
Security Act of 1974 (as amended), and the California Fair Employment and
Housing Act (as amended).

     

    Notwithstanding
the foregoing, I understand that the following rights or claims are not included
in my Release: (a) any rights or claims for indemnification I may have pursuant
to any written indemnification agreement with the Company or its affiliate to
which I am a party; the charter, bylaws, or operating agreements of the Company
or its affiliate; or under applicable law; or (b) any rights which cannot be
waived as a matter of law.  In addition, I understand that nothing in
this Agreement prevents me from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that I hereby waive my right to any monetary benefits in
connection with any such claim, charge or proceeding.  I hereby
represent and warrant that, other than the claims identified in this paragraph,
I am not aware of any claims I have or might have that are not included in the
Release.

     

    I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

     

    I
hereby represent that I have been paid all compensation owed and for all hours
worked; I have received all the leave and leave benefits and protections for
which I am eligible pursuant to the Family and Medical Leave Act, the California
Family Rights Act, or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.

     

    I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than fourteen (14) days following the
date it is provided to me.

     

    
      
        	
                Employee

              
	 
      	 
      
	 
      	 
      
	
                Date:

              	 
      
	 
      	 
      


      
                                                          

      
        
          
                                                                             

          

           


        

        
           


          
            

          

        

        
           


        

      



    Exhibit
A

     

    RELEASE

    (Individual and Group Termination –
Under Age 40)

     

    Certain
capitalized terms used in this Release are defined in the Change of Control
Severance Benefits Agreement (the “Agreement”)
which I have executed and of which this Release is a part.

     

    I
understand that this Release, together with the Agreement, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise or representation by the
Company or an affiliate of the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Agreement.

     

    I
hereby confirm my obligations under the Company’s Employee Proprietary
Information and Inventions Agreement.

     

    Except
as otherwise set forth in this Release, I hereby generally and completely
release the Company and its affiliates, and their parents, subsidiaries,
successors, predecessors and affiliates, and its and their partners, members,
directors, officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way related to my employment with the Company and its affiliates, or their
affiliates, or the termination of that employment; (b) all claims related
to my compensation or benefits, including salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock
options, or any other ownership interests in the Company and its affiliates, or
their affiliates; (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (e) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990 (as amended), the federal Age Discrimination in
Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), and
the California Fair Employment and Housing Act (as amended).

     

    Notwithstanding
the foregoing, I understand that the following rights or claims are not included
in my Release: (a) any rights or claims for indemnification I may have pursuant
to any written indemnification agreement with the Company or its affiliate to
which I am a party; the charter, bylaws, or operating agreements of the Company
or its affiliate; or under applicable law; or (b) any rights which cannot be
waived as a matter of law.  In addition, I understand that nothing in
this Agreement prevents me from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that I hereby waive my right to any monetary benefits in
connection with any such claim, charge or proceeding.  I hereby
represent and warrant that, other than the claims identified in this paragraph,
I am not aware of any claims I have or might have that are not included in the
Release.

     

    I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA, and that the consideration given under the Agreement
for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that:  (a) my waiver and release do not apply to any rights or
claims that may arise after the date I sign this Release; (b) I should
consult with an attorney prior to signing this Release (although I may choose
voluntarily not to do so); (c) I have forty-five (45) days to consider this
Release (although I may choose voluntarily to sign this Release earlier);
(d) I have seven (7) days following the date I sign this Release to revoke
the Release by providing written notice to an office of the Company;
(e) this Release shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth day after I sign this
Release; and (f) I have received with this Release a detailed list of the
job titles and ages of all employees who were terminated in this group
termination and the ages of all employees of the Company in the same job
classification or organizational unit who were not terminated.

     

    I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

     

    I
hereby represent that I have been paid all compensation owed and for all hours
worked; I have received all the leave and leave benefits and protections for
which I am eligible pursuant to the Family and Medical Leave Act, the California
Family Rights Act, or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.

     

    I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than forty-five (45) days following the
date it is provided to me.

     

    



      
        	
                Employee

              
	 
      	 
      
	 
      	 
      
	
                Date:

              	 
      
	 
      	 
      


      
                                                      


    
      
        
                                                                          

        

         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
B

    


    RELEASE

    (Individual
Termination – Age 40 or Older)

     

    Certain
capitalized terms used in this Release are defined in the Change of Control
Severance Benefits Agreement (the “Agreement”)
which I have executed and of which this Release is a part.

     

    I
understand that this Release, together with the Agreement, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise or representation by the
Company or an affiliate of the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Agreement.

     

    I
hereby confirm my obligations under the Company’s Employee Proprietary
Information and Inventions Agreement.

     

    Except
as otherwise set forth in this Release, I hereby generally and completely
release the Company and its affiliates, and their parents, subsidiaries,
successors, predecessors and affiliates, and their partners, members, directors,
officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way related to my employment with the Company and its affiliates, or their
affiliates, or the termination of that employment; (b) all claims related to my
compensation or benefits, including salary, bonuses, commissions, vacation pay,
expense reimbursements, severance pay, fringe benefits, stock, stock options, or
any other ownership interests in the Company and its affiliates, or their
affiliates; (c) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (d) all tort
claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (e) all federal, state, and local
statutory claims, including claims for discrimination, harassment, retaliation,
attorneys’ fees, or other claims arising under the federal Civil Rights Act of
1964 (as amended), the federal Americans with Disabilities Act of 1990 (as
amended), the federal Age Discrimination in Employment Act (as amended) (“ADEA”),
the federal Employee Retirement Income Security Act of 1974 (as amended), and
the California Fair Employment and Housing Act (as amended).

     

    Notwithstanding
the foregoing, I understand that the following rights or claims are not included
in my Release: (a) any rights or claims for indemnification I may have pursuant
to any written indemnification agreement with the Company or its affiliate to
which I am a party; the charter, bylaws, or operating agreements of the Company
or its affiliate; or under applicable law; or (b) any rights which cannot be
waived as a matter of law.  In addition, I understand that nothing in
this Agreement prevents me from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that I hereby waive my right to any monetary benefits in
connection with any such claim, charge or proceeding.  I hereby
represent and warrant that, other than the claims identified in this paragraph,
I am not aware of any claims I have or might have that are not included in the
Release.

     

    I
acknowledge that I am knowingly and voluntarily waiving and releasing any rights
I may have under the ADEA, and that the consideration given under the Agreement
for the waiver and release in the preceding paragraph hereof is in addition to
anything of value to which I was already entitled.  I further
acknowledge that I have been advised by this writing, as required by the ADEA,
that:  (a) my waiver and release do not apply to any rights or
claims that may arise after the date I sign this Release; (b) I should
consult with an attorney prior to signing this Release (although I may choose
voluntarily not do so); (c) I have twenty-one (21) days to consider this
Release (although I may choose voluntarily to sign this Release earlier);
(d) I have seven (7) days following the date I sign this Release to revoke
the Release by providing written notice to an officer of the Company; and
(e) this Release shall not be effective until the date upon which the
revocation period has expired, which shall be the eighth day after I sign this
Release.

     

    I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

     

    I
hereby represent that I have been paid all compensation owed and for all hours
worked; I have received all the leave and leave benefits and protections for
which I am eligible pursuant to the Family and Medical Leave Act, the California
Family Rights Act, or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.

     

    I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than twenty-one (21) days following the
date it is provided to me.

     

    
      
        	
                Employee

              
	 
      	 
      
	 
      	 
      
	
                Date:

              	 
      
	 
      	 
      


      



      
        
          
                                                                        

          

           


        

        
           


          
            

          

        

        
           


        

      

Exhibit
C

    


    RELEASE

    (Group Termination – Age 40 or
Older)

     

    Certain
capitalized terms used in this Release are defined in the Change of Control
Severance Benefits Agreement (the “Agreement”)
which I have executed and of which this Release is a part.

     

    I
understand that this Release, together with the Agreement, constitutes the
complete, final and exclusive embodiment of the entire agreement between the
Company, affiliates of the Company and me with regard to the subject matter
hereof.  I am not relying on any promise or representation by the
Company or an affiliate of the Company that is not expressly stated
therein.  Certain capitalized terms used in this Release are defined
in the Agreement.

     

    I
hereby confirm my obligations under the Company’s Employee Proprietary
Information and Inventions Agreement.

     

    Except
as otherwise set forth in this Release, I hereby generally and completely
release the Company and its affiliates, and their parents, subsidiaries,
successors, predecessors and affiliates, and its and their partners, members,
directors, officers, employees, stockholders, shareholders, agents, attorneys,
predecessors, insurers, affiliates and assigns, from any and all claims,
liabilities and obligations, both known and unknown, that arise out of or are in
any way related to events, acts, conduct, or omissions occurring at any time
prior to and including the date I sign this Release.  This general
release includes, but is not limited to: (a) all claims arising out of or in any
way related to my employment with the Company and its affiliates, or their
affiliates, or the termination of that employment; (b) all claims related
to my compensation or benefits, including salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock
options, or any other ownership interests in the Company and its affiliates, or
their affiliates; (c) all claims for breach of contract, wrongful
termination, and breach of the implied covenant of good faith and fair dealing;
(d) all tort claims, including claims for fraud, defamation, emotional
distress, and discharge in violation of public policy; and (e) all federal,
state, and local statutory claims, including claims for discrimination,
harassment, retaliation, attorneys’ fees, or other claims arising under the
federal Civil Rights Act of 1964 (as amended), the federal Americans with
Disabilities Act of 1990 (as amended), the federal Employee Retirement Income
Security Act of 1974 (as amended), and the California Fair Employment and
Housing Act (as amended).

     

    Notwithstanding
the foregoing, I understand that the following rights or claims are not included
in my Release: (a) any rights or claims for indemnification I may have pursuant
to any written indemnification agreement with the Company or its affiliate to
which I am a party; the charter, bylaws, or operating agreements of the Company
or its affiliate; or under applicable law; or (b) any rights which cannot be
waived as a matter of law.  In addition, I understand that nothing in
this Agreement prevents me from filing, cooperating with, or participating in
any proceeding before the Equal Employment Opportunity Commission, the
Department of Labor, or the California Department of Fair Employment and
Housing, except that I hereby waive my right to any monetary benefits in
connection with any such claim, charge or proceeding.  I hereby
represent and warrant that, other than the claims identified in this paragraph,
I am not aware of any claims I have or might have that are not included in the
Release.

     

    I
acknowledge that I have read and understand Section 1542 of the California Civil
Code which reads as follows: “A general release does not extend to
claims which the creditor does not know or suspect to exist in his or her favor
at the time of executing the release, which if known by him or her must have
materially affected his or her settlement with the debtor.”  I hereby
expressly waive and relinquish all rights and benefits under that section and
any law of any jurisdiction of similar effect with respect to my release of any
claims hereunder.

     

    I
hereby represent that I have been paid all compensation owed and for all hours
worked; I have received all the leave and leave benefits and protections for
which I am eligible pursuant to the Family and Medical Leave Act, the California
Family Rights Act, or otherwise; and I have not suffered any on-the-job injury
for which I have not already filed a workers’ compensation claim.

     

    I
acknowledge that to become effective, I must sign and return this Release to the
Company so that it is received not later than fourteen (14) days following the
date it is provided to me.

     

    
      
        	
                Employee

              
	 
      	 
      
	 
      	 
      
	
                Date: