Exhibit 10.11


 


QUICKLOGIC
CORPORATION


CHANGE
OF CONTROL SEVERANCE AGREEMENT


This Change of
Control Severance Agreement (the “Agreement”) is made and entered into
effective as of __________, 200_ (the “Effective Date”), by and between E.
Thomas Hart (the “Employee”) and QuickLogic Corporation, a Delaware corporation
(the “Company”).  Certain capitalized
terms used in this Agreement are defined in Section 1 below.


R E C I T A L S


A.            It is expected that the Company from
time to time will consider the possibility of a Change of Control.  The Board of Directors of the Company (the
“Board”) recognizes that such consideration can be a distraction to the
Employee and can cause the Employee to consider alternative employment opportunities.


B.            The Board believes that it is in the
best interests of the Company and its stockholders to provide the Employee with
an incentive to continue his employment and to maximize the value of the
Company upon a Change of Control for the benefit of its stockholders.


C.            In order to provide the Employee
with enhanced financial security and sufficient encouragement to remain with
the Company notwithstanding the possibility of a Change of Control, the Board
believes that it is imperative to provide the Employee with certain severance
benefits upon the Employee’s termination of employment following a Change of
Control.


AGREEMENT


In consideration of the mutual covenants herein
contained and the continued employment of Employee by the Company, the parties
agree as follows:


1.             Definition of Terms.  The following terms referred to in this
Agreement shall have the following meanings:


(a)           Cause.  “Cause” shall mean (i) any act of
personal dishonesty taken by the Employee in connection with his
responsibilities as an employee which is intended to result in substantial
personal enrichment of the Employee, (ii) Employee’s conviction of a
felony which the Board reasonably believes has had or will have a material
detrimental effect on the Company’s reputation or business, (iii) a
willful act by the Employee which constitutes misconduct and is injurious to
the Company, or (iv) continued willful violations by the Employee of the
Employee’s obligations to the Company after there has been delivered to the
Employee a written demand for performance from the Company which describes the
basis for the Company’s belief that the Employee has not substantially
performed his duties, and a period of thirty (30) days following the date of
delivery of such written demand for the Employee to cure such violations.













 


(b)           Change of Control.  “Change of Control” shall mean the occurrence
of any of the following events:


 


(i)    the
approval by stockholders of the Company of a merger or consolidation of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity) more than fifty
percent (50%) of the total voting power represented by the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation;


(ii)   the
approval by the stockholders of the Company of a plan of complete liquidation
of the Company or an agreement for the sale or disposition by the Company of
all or substantially all of the Company’s assets;


(iii)  any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended) becoming the “beneficial owner”
(as defined in Rule 13d-3 under said Act), directly or indirectly,
of securities of the Company representing 50% or more of the total voting power
represented by the Company’s then outstanding voting securities; or


(iv)  a
change in the composition of the Board, as a result of which fewer than a
majority of the directors are Incumbent Directors.  “Incumbent Directors” shall mean directors
who either (A) are directors of the Company as of the date hereof, or
(B) are elected, or nominated for election, to the Board with the
affirmative votes of at least a majority of those directors whose election or
nomination was not in connection with any transactions described in
subsections (i), (ii), or (iii) or in connection with an actual or
threatened proxy contest relating to the election of directors of the Company.


(c)           Involuntary
Termination.  “Involuntary
Termination” shall mean (i) without the Employee’s express written
consent, a significant reduction of the Employee’s duties, position or
responsibilities relative to the Employee’s duties, position or
responsibilities in effect immediately prior to such reduction, or the removal
of the Employee from such position, duties and responsibilities, unless the
Employee is provided with comparable duties, position and responsibilities;
(ii) without the Employee’s express written consent, a substantial
reduction, without good business reasons, of the facilities and perquisites
(including office space and location) available to the Employee immediately prior
to such reduction; (iii) without the Employee’s express written consent, a
reduction by the Company of the Employee’s base or target incentive cash
compensation as in effect immediately prior to such reduction;
(iv) without the Employee’s express written consent, a material reduction
by the Company in the kind or level of employee benefits to which the Employee
is entitled immediately prior to such reduction with the result that the
Employee’s overall benefits package is significantly reduced; (v) without
the Employee’s express written consent, the relocation of the Employee to a
facility or a location more than fifty (50) miles from his current location;
(vi) any purported termination of the Employee by the Company which is not
effected for Cause or for which the grounds relied upon are not valid; or
(vii) the failure of the Company to obtain the assumption of this
Agreement by any successors contemplated in Section 6 below.



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(d)           Severance Benefits Period.  “Severance Benefits Period” shall mean a
period of twenty-four (24) months following the Termination Date.


 


(e)           Termination
Date.  “Termination Date” shall mean
the effective date of any notice of termination delivered by one party to the
other hereunder.


2.             Term of Agreement.  This Agreement shall terminate upon the date
that all obligations of the parties hereto under this Agreement have been
satisfied or, if earlier, on the date, prior to a Change of Control, Employee
is no longer employed by the Company.


3.             At-Will Employment.  The Company and the Employee acknowledge that
the Employee’s employment is and shall continue to be at-will, as defined
under applicable law.  If the Employee’s
employment terminates for any reason, the Employee shall not be entitled to any
payments, benefits, damages, awards or compensation other than as provided by
this Agreement, or as may otherwise be established under the Company’s then
existing employee benefit plans or policies at the time of termination.


4.             Severance Benefits.


(a)           Termination
Following A Change of Control.  If
the Employee’s employment with the Company terminates as a result of an
Involuntary Termination at any time three (3) months prior to, or twelve (12)
months after, a Change of Control, Employee shall be entitled to the following
severance benefits provided that Employee enters into and does not revoke a
general release of claims with the Company in substantially the form attached
hereto as Exhibit A:


(i)    Employee’s
base salary for the Severance Benefits Period as in effect as of the date of
such termination, less applicable withholding, payable in a lump sum within
thirty (30) days of the Involuntary Termination;


(ii)   Employee’s
incentive cash compensation computed at 100% of target for the Severance
Benefits Period as in effect as of the date of such termination, less
applicable withholding, payable in a lump sum within thirty (30) days of the
Involuntary Termination;


(iii)  one
hundred percent (100%) of any incentive cash compensation or bonus declared
prior to the date of any such termination for the Employee but not yet paid, if
any;


(iv)  all
stock options and equity compensation awards granted by the Company to the
Employee prior to the Change of Control shall become fully vested and
exercisable as of the date of the termination and will remain exercisable for a
90 day period following the Termination Date, notwithstanding any shorter
period stated in the respective stock option agreements and;


(v)   the
same level of health (i.e., medical, vision and dental) coverage and benefits
as in effect for the Employee on the day immediately preceding the day of the
Employee’s termination of employment; provided, however, that (i) the
Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1)
of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects
continuation coverage pursuant to the Consolidated Omnibus Budget



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Reconciliation Act of 1985, as amended
(“COBRA”), within the time period prescribed pursuant to COBRA.  The Company shall continue to provide
Employee with health coverage until the earlier of (i) the date Employee
is no longer eligible to receive continuation coverage pursuant to COBRA, or
(ii) the end of the Severance Benefits Period as measured from the
termination date.


 


(b)           Termination
Apart from a Change of Control.  If
the Employee’s employment with the Company terminates other than as a result of
an Involuntary Termination at any time three (3) months prior or twelve (12)
months following a Change of Control, then the Employee shall not be entitled
to receive severance or other benefits hereunder, but may be eligible for those
benefits (if any) as may then be established under the Company’s then existing
severance and benefits plans and policies at the time of such termination.


(c)           Accrued
Wages and Vacation; Expenses. 
Without regard to the reason for, or the timing of, Employee’s
termination of employment:  (i) the
Company shall pay the Employee any unpaid base salary and incentive cash
compensation due for periods prior to the Termination Date; (ii) the
Company shall pay the Employee all of the Employee’s accrued and unused
vacation through the Termination Date; and (iii) following submission of
proper expense reports by the Employee, the Company shall reimburse the
Employee for all expenses reasonably and necessarily incurred by the Employee
in connection with the business of the Company prior to the Termination
Date.  These payments shall be made
promptly upon termination and within the period of time mandated by law.


5.             Limitation on Payments.  In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to the Employee
(i) constitute “parachute payments” within the meaning of
Section 280G of the Code, and (ii) would be subject to the excise tax
imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s
benefits under this Agreement shall be either delivered in full, or delivered
as to such lesser extent which would result in no portion of such benefits
being subject to the Excise Tax, whichever of the foregoing amounts, taking
into account the applicable federal, state and local income taxes and the
Excise Tax, results in the receipt by Employee on an after-tax basis, of the
greatest amount of benefits, notwithstanding that all or some portion of such
benefits may be taxable under Section 4999 of the Code.


Unless the Company
and the Employee otherwise agree in writing, any determination required under
this Section shall be made in writing by the Company’s independent public
accountants (the “Accountants”), whose determination shall be conclusive and
binding upon the Employee and the Company for all purposes.  For purposes of making the calculations
required by this Section, the Accountants may make reasonable assumptions and
approximations concerning applicable taxes and may rely on reasonable, good
faith interpretations concerning the application of Section 280G and 4999
of the Code.  The Company and the
Employee shall furnish to the Accountants such information and documents as the
Accountants may reasonably request in order to make a determination under this
Section.  The Company shall bear all
costs the Accountants may reasonably incur in connection with any calculations
contemplated by this Section.


6.             Successors.


(a)           Company’s
Successors.  Any successor to the
Company (whether direct or indirect and whether by purchase, lease, merger,
consolidation, liquidation or otherwise) to all or



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substantially all of the Company’s business
and/or assets shall assume the Company’s obligations under this Agreement and
agree expressly to perform the Company’s obligations under this Agreement in
the same manner and to the same extent as the Company would be required to
perform such obligations in the absence of a succession.  For all purposes under this Agreement, the
term “Company” shall include any successor to the Company’s business and/or
assets which executes and delivers the assumption agreement described in this
subsection (a) or which becomes bound by the terms of this Agreement by
operation of law.


 


(b)           Employee’s
Successors.  Without the written
consent of the Company, Employee shall not assign or transfer this Agreement or
any right or obligation under this Agreement to any other person or
entity.  Notwithstanding the foregoing,
the terms of this Agreement and all rights of Employee hereunder shall inure to
the benefit of, and be enforceable by, Employee’s personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees.


7.             Notices.


(a)           General.  Notices and all other communications
contemplated by this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered or when mailed by U.S. registered or
certified mail, return receipt requested and postage prepaid.  In the case of the Employee, mailed notices
shall be addressed to him at the home address which he most recently
communicated to the Company in writing. 
In the case of the Company, mailed notices shall be addressed to its
corporate headquarters, and all notices shall be directed to the attention of
its Secretary.


(b)           Notice
of Termination.  Any termination or
resignation of the Employee shall be communicated by a notice of termination to
the other party hereto given in accordance with this Section.  Such notice shall indicate the specific
termination provision in this Agreement relied upon, shall set forth in
reasonable detail the facts and circumstances claimed to provide a basis for
termination under the provision so indicated, and shall specify the Termination
Date (which shall be not more than 30 days after the giving of such
notice).  The failure by the Employee to
include in the notice any fact or circumstance which contributes to a showing
of Involuntary Termination shall not waive any right of the Employee hereunder
or preclude the Employee from asserting such fact or circumstance in enforcing
his rights hereunder.


8.             Arbitration.


(a)           Any
dispute or controversy arising out of, relating to, or in connection with this
Agreement, or the interpretation, validity, construction, performance, breach,
or termination thereof, shall be settled by binding arbitration to be held in
Santa Clara County, California, in accordance with the National Rules for the
Resolution of Employment Disputes then in effect of the American Arbitration
Association (the “Rules”).  The
arbitrator may grant injunctions or other relief in such dispute or
controversy.  The decision of the
arbitrator shall be final, conclusive and binding on the parties to the
arbitration.  Judgment may be entered on
the arbitrator’s decision in any court having jurisdiction.



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(b)           The arbitrator(s) shall apply
California law to the merits of any dispute or claim, without reference to
conflicts of law rules.  The arbitration
proceedings shall be governed by federal arbitration law and by the Rules,
without reference to state arbitration law. 
Employee hereby consents to the personal jurisdiction of the state and
federal courts located in California for any action or proceeding arising from
or relating to this Agreement or relating to any arbitration in which the
parties are participants.


 


(c)           Employee
understands that nothing in this Section modifies Employee’s at-will
employment status.  Either Employee or
the Company can terminate the employment relationship at any time, with or
without Cause.


(d)           EMPLOYEE
HAS READ AND UNDERSTANDS THIS SECTION, WHICH DISCUSSES ARBITRATION.  EMPLOYEE UNDERSTANDS THAT SUBMITTING ANY
CLAIMS ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH THIS AGREEMENT, OR
THE INTERPRETATION, VALIDITY, CONSTRUCTION, PERFORMANCE, BREACH OR TERMINATION
THEREOF TO BINDING ARBITRATION, CONSTITUTES A WAIVER OF EMPLOYEE’S RIGHT TO A
JURY TRIAL AND RELATES TO THE RESOLUTION OF ALL DISPUTES RELATING TO ALL
ASPECTS OF THE EMPLOYER/EMPLOYEE RELATIONSHIP, INCLUDING BUT NOT LIMITED TO,
THE FOLLOWING CLAIMS:


(i)    ANY
AND ALL CLAIMS FOR WRONGFUL DISCHARGE OF EMPLOYMENT; BREACH OF CONTRACT, BOTH
EXPRESS AND IMPLIED; BREACH OF THE COVENANT OF GOOD FAITH AND FAIR DEALING,
BOTH EXPRESS AND IMPLIED; NEGLIGENT OR INTENTIONAL INFLICTION OF EMOTIONAL
DISTRESS; NEGLIGENT OR INTENTIONAL MISREPRESENTATION; NEGLIGENT OR INTENTIONAL
INTERFERENCE WITH CONTRACT OR PROSPECTIVE ECONOMIC ADVANTAGE; AND DEFAMATION.


(ii)   ANY
AND ALL CLAIMS FOR VIOLATION OF ANY FEDERAL, STATE OR MUNICIPAL STATUTE,
INCLUDING, BUT NOT LIMITED TO, TITLE VII OF THE CIVIL RIGHTS ACT OF 1964,
THE CIVIL RIGHTS ACT OF 1991, THE AGE DISCRIMINATION IN EMPLOYMENT ACT OF 1967,
THE AMERICANS WITH DISABILITIES ACT OF 1990, THE FAIR LABOR STANDARDS ACT, THE
CALIFORNIA FAIR EMPLOYMENT AND HOUSING ACT, AND LABOR CODE SECTION 201, et  seq;


(iii)  ANY
AND ALL CLAIMS ARISING OUT OF ANY OTHER LAWS AND REGULATIONS RELATING TO
EMPLOYMENT OR EMPLOYMENT DISCRIMINATION.


9.             Miscellaneous Provisions.


(a)           No
Duty to Mitigate.  The Employee shall
not be required to mitigate the amount of any payment contemplated by this
Agreement, nor shall any such payment be reduced by any earnings that the
Employee may receive from any other source.



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(b)           Waiver.  No provision of this Agreement may be
modified, waived or discharged unless the modification, waiver or discharge is
agreed to in writing and signed by the Employee and by an authorized officer of
the Company (other than the Employee). 
No waiver by either party of any breach of, or of compliance with, any
condition or provision of this Agreement by the other party shall be considered
a waiver of any other condition or provision or of the same condition or
provision at another time.


 


(c)           Integration.  This Agreement and any outstanding stock option
agreements referenced herein represent the entire agreement and understanding
between the parties as to the subject matter herein and supersede all prior or
contemporaneous agreements, whether written or oral, with respect to this
Agreement and any stock option agreement.


(d)           Choice
of Law.  The validity,
interpretation, construction and performance of this Agreement shall be
governed by the internal substantive laws, but not the conflicts of law rules,
of the State of California.


(e)           Severability.  The invalidity or unenforceability of any
provision or provisions of this Agreement shall not affect the validity or
enforceability of any other provision hereof, which shall remain in full force
and effect.


(f)            Employment
Taxes.  All payments made pursuant to
this Agreement shall be subject to withholding of applicable income and
employment taxes.


(g)           Counterparts.  This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together will constitute one and the same instrument.


IN WITNESS
WHEREOF, each of the parties has executed this Agreement, in the case of the
Company by its duly authorized officer, as of the day and year first above
written.


	
  COMPANY:

  	
   

  	
  QUICKLOGIC CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  EMPLOYEE:

  	
   

  	
   

  
	
   

  	
   

  	
  E. Thomas Hart

  
					



 



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EXHIBIT
A


SETTLEMENT
AGREEMENT AND RELEASE


This Settlement
Agreement and Release (“Agreement”) is made by and between QuickLogic
Corporation (the “Company”), and [EMPLOYEE] (“Employee”).


WHEREAS, Employee
was employed by the Company;


WHEREAS, the
Company and Employee have entered into a Change of Control Severance Agreement
(the “Severance Agreement”);


NOW THEREFORE, in
consideration of the mutual promises made herein, the Company and Employee
(collectively referred to as “the Parties”) hereby agree as follows:


1.             Termination.  Employee’s employment from the Company
terminated on ____________________.


2.             Consideration.  The Company agrees to pay Employee the
severance benefits set forth in Section 4 of the Severance Agreement under
the terms and conditions of the Severance Agreement.


3.             Confidential
Information.  Employee shall continue
to maintain the confidentiality of all confidential and proprietary information
of the Company and shall continue to comply with the terms and conditions of
the Confidentiality Agreement between Employee and the Company.  Employee shall return all the Company
property and confidential and proprietary information in his possession to the
Company on the Effective Date of this Agreement.


4.             Payment
of Salary.  Employee acknowledges and
represents that the Company has paid all salary, wages, bonuses, accrued
vacation, commissions and any and all other benefits due to Employee.


5.             Release
of Claims.  Employee agrees that the
foregoing consideration represents settlement in full of all outstanding
obligations owed to Employee by the Company. 
Employee, on behalf of himself and his respective heirs, family members,
executors and assigns, hereby fully and forever releases the Company and its
past, present and future officers, agents, directors, employees, investors,
shareholders, administrators, affiliates, divisions, subsidiaries, parents,
predecessor and successor corporations, and assigns, from, and agrees not to
sue or otherwise institute or cause to be instituted any legal or administrative
proceedings concerning any claim, duty, obligation or cause of action relating
to any matters of any kind, whether presently known or unknown, suspected or
unsuspected, that he may possess arising from any omissions, acts or facts that
have occurred up until and including the Effective Date of this Agreement
including, without limitation,


a.             any
and all claims relating to or arising from Employee’s employment relationship
with the Company and the termination of that relationship;













 


b.             any and all claims relating to, or arising from,
Employee’s right to purchase, or actual purchase of shares of stock of the
Company, including, without limitation, any claims for fraud,
misrepresentation, breach of fiduciary duty, breach of duty under applicable
state corporate law, and securities fraud under any state or federal law;


 


c.             any
and all claims for wrongful discharge of employment; termination in violation
of public policy; discrimination; breach of contract, both express and implied;
breach of a covenant of good faith and fair dealing, both express and implied;
promissory estoppel; negligent or intentional infliction of emotional distress;
negligent or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage; unfair business
practices; defamation; libel; slander; negligence; personal injury; assault;
battery; invasion of privacy; false imprisonment; and conversion;


d.             any
and all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil
Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the
Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the
Employee Retirement Income Security Act of 1974, The Worker Adjustment and
Retraining Notification Act, the California Fair Employment and Housing Act,
and Labor Code section 201, et  seq. and section 970, et
seq. and all amendments to each such Act
as well as the regulations issued thereunder;


e.             any
and all claims for violation of the federal, or any state, constitution;


f.              any
and all claims arising out of any other laws and regulations relating to
employment or employment discrimination; 
and


g.             any
and all claims for attorneys’ fees and costs.


6.             Employee
agrees that the release set forth in this section shall be and remain in effect
in all respects as a complete general release as to the matters released.  This release does not extend to any
obligations incurred under this Agreement. 
Employee acknowledges and agrees that any breach of this paragraph shall
constitute a material breach of the Agreement and in the case of a breach by
Employee, shall entitle the Company immediately to recover the monetary
consideration discussed in paragraph 2 above.  Employee shall also be responsible to the
Company for all costs, attorneys’ fees and any and all damages incurred by the
Company (a) enforcing the obligation, including the bringing of any suit
to recover the monetary consideration, and (b) defending against a claim
or suit brought or pursued by Employee in violation of this provision.


7.             Acknowledgment
of Waiver of Claims under ADEA. 
Employee acknowledges that he is waiving and releasing any rights he may
have under the Age Discrimination in Employment Act of 1967 (“ADEA”) and that
this waiver and release is knowing and voluntary.  Employee and the Company agree that this
waiver and release does not apply to any rights or claims that may arise under
the ADEA after the Effective Date of this Agreement.  Employee acknowledges that the consideration
given for this waiver and release Agreement is in addition to anything of value
to which Employee was already entitled. 
Employee further acknowledges that he has been advised by this writing
that (a) he should consult with an attorney prior to executing this
Agreement; (b) he has 



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twenty-one (21) days within which to consider this
Agreement; (c) he has seven (7) days following the execution of this
Agreement by the parties to revoke the Agreement; and (d) this Agreement
shall not be effective until the revocation period has expired.  Any revocation should be in writing and
delivered to the Secretary of QuickLogic Corporation at 1277 Orleans Drive,
Sunnyvale, CA 94089 by close of business on the seventh day from the date that
Employee signs this Agreement.


 


8.             Civil
Code Section 1542.  Employee
represents that he is not aware of any claims against the Company other than
the claims that are released by this Agreement. 
Employee acknowledges that he has been advised by legal counsel and is
familiar with 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 BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.


9.             Employee,
being aware of said code section, agrees to expressly waive any rights he may
have thereunder, as well as under any other statute or common law principles of
similar effect.


10.           No
Pending or Future Lawsuits.  Employee
represents that he has no lawsuits, claims, or actions pending in his name, or
on behalf of any other person or entity, against the Company or any other
person or entity referred to herein. 
Employee also represents that he does not intend to bring any claims on
his own behalf or on behalf of any other person or entity against the Company
or any other person or entity referred to herein.


11.           Application
for Employment.  Employee understands
and agrees that, as a condition of this Agreement, he shall not be entitled to
any employment with the Company, its subsidiaries, or any successor, and he
hereby waives any right, or alleged right, of employment or re-employment
with the Company.


12.           Confidentiality.  Employee agrees to use his best efforts to
maintain in confidence the existence of this Agreement, the contents and terms
of this Agreement, and the consideration for this Agreement (hereinafter
collectively referred to as “Settlement Information”).  Employee agrees to take every reasonable
precaution to prevent disclosure of any Settlement Information to third
parties, and agrees that there will be no publicity, directly or indirectly,
concerning any Settlement Information. 
Employee agrees to take every precaution to disclose Settlement
Information only to those attorneys, accountants, governmental entities, and
family members who have a reasonable need to know of such Settlement Information.


13.           No
Cooperation.  Employee agrees he will
not act in any manner that might damage the business of the Company.  Employee agrees that he will not counsel or
assist any attorneys or their clients in the presentation or prosecution of any
disputes, differences, grievances, claims, charges, or complaints by any third
party against the Company and/or any officer, director, employee, agent,
representative, shareholder or attorney of the Company, unless under a subpoena
or other court order to do so.



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14.           Non-Disparagement.  Employee agrees to refrain from any
defamation, libel or slander of the Company and its respective officers,
directors, employees, investors, shareholders, administrators, affiliates,
divisions, subsidiaries, predecessor and successor corporations, and assigns or
tortious interference with the contracts and relationships of the Company and
its respective officers, directors, employees, investors, shareholders,
administrators, affiliates, divisions, subsidiaries, predecessor and successor
corporations, and assigns.


 


15.           No
Admission of Liability.  Employee
understands and acknowledges that this Agreement constitutes a compromise and
settlement of disputed claims.  No action
taken by the Company, either previously or in connection with this Agreement
shall be deemed or construed to be (a) an admission of the truth or
falsity of any claims heretofore made or (b) an acknowledgment or
admission by the Company of any fault or liability whatsoever to the Employee
or to any third party.


16.           Costs.  The Parties shall each bear their own costs,
expert fees, attorneys’ fees and other fees incurred in connection with this
Agreement.


17.           Arbitration.  The Parties agree that any and all disputes
arising out of the terms of this Agreement, their interpretation, and any of
the matters herein released, including any potential claims of harassment,
discrimination or wrongful termination shall be subject to binding arbitration,
to the extent permitted by law, in Santa Clara County, California, before the
American Arbitration Association under its National Rules for the Resolution of
Employment Disputes.  Employee agrees and hereby waives his right to jury trial as to matters
arising out of the terms of this Agreement and any matters herein released to
the extent permitted by law. 
The Parties agree that the prevailing party in any arbitration shall be
entitled to injunctive relief in any court of competent jurisdiction to enforce
the arbitration award.


18.           Authority.  Employee represents and warrants that [he/she] has the capacity to act on [his/her]
own behalf and on behalf of all who might claim through [him/her]
to bind them to the terms and conditions of this Agreement.


19.           No
Representations.  Employee represents
that he has had the opportunity to consult with an attorney, and has carefully read
and understands the scope and effect of the provisions of this Agreement.  Neither party has relied upon any
representations or statements made by the other party hereto which are not
specifically set forth in this Agreement.


20.           Severability.  In the event that any provision hereof
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision.


21.           Entire
Agreement.  This Agreement and the Confidentiality
Agreement represent the entire agreement and understanding between the Company
and Employee concerning Employee’s separation from the Company, and supersede
and replace any and all prior agreements and understandings concerning Employee’s
relationship with the Company and his compensation by the Company.



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22.           No Oral Modification.  This Agreement may only be amended in writing
signed by Employee and the President of the Company.


 


23.           Governing
Law.  This Agreement shall be
governed by the internal substantive laws, but not the choice of law rules, of
the State of California.


24.           Effective
Date.  This Agreement is effective
eight days after it has been signed by both Parties.


25.           Counterparts.  This Agreement may be executed in
counterparts, and each counterpart shall have the same force and effect as an
original and shall constitute an effective, binding agreement on the part of
each of the undersigned.


26.           Voluntary
Execution of Agreement.  This
Agreement is executed voluntarily and without any duress or undue influence on
the part or behalf of the Parties hereto, with the full intent of releasing all
claims.  The Parties acknowledge that:


a.             They
have read this Agreement;


b.             They
have been represented in the preparation, negotiation, and execution of this
Agreement by legal counsel of their own choice or that they have voluntarily
declined to seek such counsel;


c.             They
understand the terms and consequences of this Agreement and of the releases it
contains;


d.             They
are fully aware of the legal and binding effect of this Agreement.


IN WITNESS
WHEREOF, the Parties have executed this Agreement on the respective dates set
forth below.


	
  

  	
   

  	
  [THE COMPANY]

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
   

  	 

	
  Dated: [DATE]

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  [EMPLOYEE NAME], an
  individual

  	 

	
   

  	
   

  	
   

  	 

	
  Dated: [DATE]

  	
   

  	
   

  	 

						



 



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