p;                                                                                                                                                     bsp;         **Exhibit 10.33**

 

**SEPARATION AGREEMENT AND GENERAL RELEASE**

 

1.    Agreement. This Separation Agreement and General Release (“Agreement”) is entered into by and between Iomega Corporation, a Delaware corporation, on behalf of itself and each of its subsidiaries (“Iomega” or the “Company”), and **Werner Heid**(“Employee”) for the purpose of amicably concluding their employment relationship. By entering into this agreement neither party admits any deficiency, wrongdoing or liability, expressly or by implication.

 

2.    Last Working Day. The effective date of Employee’s termination of full time employment with Iomega is **February 3, 2006**(the Resignation Date). Iomega shall also pay Employee $25,000.00 gross per month, for three months beginning on the Resignation Date and ending on May 3, 2006, in return for what is expected to be a potentially greater level of effort related to transition, cooperation, advice, and assistance to Iomega than during the remainder of the year following the Resignation Date; May 3, 2006 will hereafter be referred to as the “Termination Date.” Iomega shall not be required to provide an office to Employee after the Resignation Date.

 

 

(a)   Iomega shall make a total special severance payment to Employee in the amount of **$950,000.00**less necessary federal, state and other withholdings to be paid in **bi-weekly increments over approximately one year**, beginning on the next payroll cycle after receipt of this fully executed Agreement, SUBJECT TO THE FOLLOWING: (A) Employee must provide any reasonable assistance related to the business of Iomega that the Company requests during those months, and must comply with the Iomega Employee Information Guide through Employee’s Termination Date, and (B) IF Employee becomes employed or otherwise engaged in gainful employment during the 12 month period following his Resignation Date, fifty percent (50%) of the amount that Employee obtains from such otheremployment will be applied against and reduce the special severance payment (the “Mitigation”) EXCEPT that notwithstanding this Mitigation, Iomega shall be obligated to pay Employee a minimum of $475,000 (gross) in special severance payments. Iomega will also pay the equivalent to the cost of COBRA (grossed up so that taxes are not deducted) for the period from the Termination Date through the one-year anniversary of the Resignation Date, based on Employee’s current health insurance benefits (“Health Benefit Continuation”); such Health Benefit Continuation shall cease upon the earlier of one-year from the Resignation Date, and Employee commencing a new employment relationship outside of Iomega Corporation. Employee acknowledges and agrees that except as noted elsewhere in this document, no payments hereunder constitute compensation under the 401(k) plan eligible for elected deferrals and matching contributions. 

 

(b)   Iomega will continue to provide participation in Executive Life Insurance at two times annual base salary and Participation in the Executive Tax Planning Services of Iomega, through February 3, 2007. 

(c)    Iomega will reimburse Employee up to $30,000 towards executive outplacement services actually obtained by Employee in the first 12 months following the Resignation Date. 

(d) Employee will retain his currently assigned laptop computer, mobile telephone and mobile telephone number. After the Termination Date, all billing related to the mobile telephone will become the responsibility of the Employee.

(e) The amounts and provisions set forth in Section 3 (a) through (d) above will be paid or implemented **after receipt of a fully executed and unchanged copy of this Agreement and the expiration of the Age Release Period described in this Agreement**. These payments shall be in full satisfaction of any and all claims Employee may have arising directly or indirectly from his/her employment and separation from Iomega