exv10w1



 





Exhibit 10.1


Execution
Version




YAHOO! INC.

701 First Avenue

Sunnyvale, California 94089




May 30, 2007




Mr. Farzad Nazem

c/o Yahoo! Inc.

701 First Avenue

Sunnyvale, California 94089




     Re. Separation Agreement



Dear Farzad:




     This letter agreement (this “Agreement”) will confirm our understanding with regard to
your termination of employment with Yahoo! Inc. (the “Company”).



     1. Separation. Your last day of work with the Company and your employment termination date
will be June 8, 2007 (the “Separation Date”). Notwithstanding the foregoing, you hereby
acknowledge and agree that (a) effective as of the date of this Agreement, you shall cease to serve
in any policy making function or be in charge of any principal business unit, division or function
at the Company, and (b) between the date hereof and the Separation Date, the Company may allocate
some or all of your job responsibilities to others and may appoint other persons also as Head of
the Technology Group and Chief Technology Officer, although you will continue to serve as an
employee advisor in the event that such responsibilities may be reassigned. In addition, at the
Company’s request, you shall provide transition services between the date hereof and the Separation
Date. You hereby resign from employment with the Company, and from any and all offices or
positions you may continue to hold with the Company (including, but not limited to, the positions
of Head of the Technology Group and Chief Technology Officer, (and as an officer and director of
the Company and any subsidiary, as well as a fiduciary of any benefit plan of the Company) as of
the Separation Date. You shall execute such additional documents as requested by the Company to
evidence the foregoing. From the date hereof until the Separation Date, the Company will continue
to pay your regular base salary, and you shall continue to be eligible for all benefits and
perquisites that you currently enjoy, provided that you shall not be eligible for any new
equity grants or other new incentive or bonus opportunities.



     2. Base Salary for 2007. Subject to the provisions of Sections 15 and 16 hereof, you shall be
entitled to receive a lump-sum payment as of the Separation Date equal to your base salary as in
effect as of the Separation Date in respect of the period from the Separation Date through December
31, 2007. Such payment shall be in lieu of any payment to which you would be entitled pursuant to
any other severance plans, programs, arrangements, or policies of the Company, and shall be
considered a part of, and not in addition to, any amount that may be



 









 




payable to you under the Worker Adjustment Retraining Notification Act of 1988 or any similar
state statute or regulation.




     3. Continued Medical and Dental Coverage. Your group health insurance will cease on your
Separation Date. At that time, you will be eligible to continue your group health insurance
benefits under the federal COBRA law or, if applicable, state insurance laws. Subject to the
provisions of Sections 15 and 16 hereof, for a period of one (1) year following the Separation Date
(the “Benefits Continuation Period”), the Company shall pay the premiums for the continued
medical and dental benefits (provided that you timely elect COBRA), provided that in the
event that you become covered under substitute benefit plans of another employer prior to the
expiration of the Benefits Continuation Period, the Company’s obligations under this Section 3
shall immediately cease. The continuation of benefits provided for in this Section 3 is subject to
the terms and conditions of the applicable benefit plans as they exist or may change for similarly
situated executives from time to time and in accordance with applicable law. The Benefits
Continuation Period shall be counted against your applicable COBRA coverage period.



     4. Treatment of Outstanding Equity Awards.



          (a) Stock Options.





	 	(i)	 	General. During your employment with the
Company, all of your outstanding stock options (the “Stock
Options”) shall continue to vest and shall remain exercisable in
accordance with the terms of the applicable award agreement and the
Company’s 1995 Stock Plan (as amended). Subject to the provisions of
Sections 15 and 16 hereof, on the Separation Date, the Company shall
accelerate the vesting of the Stock Options set forth on Exhibit
A (the “Accelerated Options”).
	 
	 	(ii)	 	Extended Exercise Period of Certain Stock
Options. The post-termination exercise period for the vested Stock
Options set forth on Exhibit B hereto (hereinafter referred to
as the “Exhibit B Options,”) shall be extended for a period of
three (3) years following the Separation Date or until the expiration
of the applicable Stock Option term, if earlier (the “Extended
Exercise Period”).
	 
	 	(iii)	 	Limitation on Extended Exercise Period. Notwithstanding the foregoing and the fact
that the Exhibit B Options shall be vested as provided above, your right to exercise the
Exhibit B Options shall become effective at the rate of thirty percent (30%), thirty percent
(30%), twenty percent (20%) and twenty percent (20%) of the shares subject to each Exhibit B
Option on each of the Separation Date and the twelve (12)-month, twenty-four (24)-month and
thirty (30)-month anniversaries of the Separation Date, respectively, and shall not be
exercised prior to such permitted dates (except as permitted by the Administrator pursuant to
Section 16(b) of the Company’s 1995 Stock Plan (as amended)); provided,
however, that (A) your right to exercise the Exhibit B Options shall be permitted
during the thirty (30) day period immediately preceding the effective date of a transaction
described in Section 16(b) of the Company’s 1995 Stock Plan (as amended) (but without regard
to any of the conditions under said Section 16(b)), and (B) your right to exercise the Exhibit
B Options shall immediately cease and shall immediately terminate in accordance with the
provisions of Section 4(c) hereof, upon your breach of Section 9 hereof, or upon a material
breach of any other term or condition of this Agreement.




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	 	(b)	 	Restricted Stock and Stock Unit Awards. During your employment
with the Company, all of your outstanding restricted stock awards and
restricted stock unit awards (collectively, the “Stock Awards”) shall
continue to vest and be paid in accordance with the terms of the applicable
award agreement and the Company’s 1995 Stock Plan (as amended). On May 30,
2007, the date of execution of this Agreement, the Company shall accelerate the
vesting of all of your unvested Stock Awards so that, as of such date, you will
become fully vested in all of the Stock Awards, and such awards shall be paid
in accordance with the terms of the applicable award agreement;
provided, however, that in the event that you revoke the waiver
and release specified in Sections 12 and 14 hereof in accordance with the
provisions of Section 15 hereof, you shall be required to refund to the Company
in cash an amount equal to the “Fair Market Value” (as defined in the Company’s
1995 Stock Plan (as amended)) on May 30, 2007 of the Stock Awards vested
pursuant to this Section 4(b) promptly following such revocation.
	 
	 	(c)	 	Employment Forfeiture. If, either prior to the Separation Date
or during the three (3) years following the Separation Date, you in any way
directly or indirectly own, manage, operate, control, accept employment or a
consulting position with or otherwise advise or assist or be actively connected
with, or have any financial interest in, directly or indirectly, either Google
Inc. or Microsoft Corporation (provided, however, that
ownership of not more than one percent (1%) of the equity securities of any of
the foregoing entities shall in no way be prohibited by this Section 4(c)),
your right to exercise your Stock Options shall immediately cease and any and
all Stock Options granted to you that then remain outstanding shall immediately
terminate and be of no further force or effect and, if




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	 	 	 	such failure to comply is prior to May 30, 2007, your rights with respect to
the Stock Awards as provided under Section 4(b) hereof to the extent not
then vested shall terminate and be of no further force or effect.
Notwithstanding the foregoing, the provisions of this Section 4(c) shall not
be violated if (1) you are employed by Google Inc. or Microsoft Corporation
(A) as a result of Google Inc. or Microsoft Corporation acquiring any
company that you have founded or by which you are employed in a bona fide
acquisition transaction, the primary purpose of which is to acquire the
company’s business and technology and not your services and (B) you are
employed, or you are consulting as an independent contractor, solely in an
area that does not compete with the business of the Company as it existed as
of the Separation Date or with any business that you are aware or should be
aware that the Company was planning to enter as of the Separation Date, or
(2) the Company provides you with written consent to engage in the
prohibited conduct.





     5. Accrued Obligations. On the Separation Date, you will be paid for accrued, unused vacation
days, if any, based on your base salary in effect as of your Separation Date, plus any accrued but
unpaid base salary and any unreimbursed business expenses entitled to reimbursement in accordance
with Company policies. You are entitled to these payments regardless of whether or not you sign
this Agreement or the Supplemental Release described in Section 16 hereof.



     6. Other Compensation or Benefits. You acknowledge that, except as expressly provided in this
Agreement, you will not receive any additional compensation, severance or other benefits after the
Separation Date, with the exception of any benefit (other than a severance type benefit), the right
to which has accrued and vested, under the express terms of a written employee benefit plan of the
Company.



     7. Indemnification. Your rights to indemnification under the By-Laws of the Company, as well
as under other organizational documents, contractually or at law, shall continue with regard to
actions or inactions by you while an officer of the Company. In addition, the Company shall
continue to cover you under the Company’s directors’ and officers’ liability insurance policies on
the same basis as other officers and directors while liability exists with regard to such actions
or inactions.



     8. Return of Company Property. By the Separation Date, you agree to return to the Company all
Company documents (and all copies thereof) and other Company property that you have had in your
possession at any time, including, but not limited to, Company files, notes, notebooks,
correspondence, memoranda, agreements, drawings, records, business plans, forecasts, financial
information, specifications, computer-recorded information, tangible property (including, but not
limited to, computers, pagers, telephones, credit cards, entry cards, identification badges and
keys), and, any materials of any kind that contain or embody any proprietary or confidential
information of the Company (and all reproductions thereof in whole or in part). You also agree to
erase any such proprietary or confidential information of the Company contained in any electronic
document or e-mail system in your possession, custody or control. Notwithstanding the foregoing,
you may retain the Company-owned electronic



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computer and communications equipment at your home (and the Company waives and surrenders any
ownership interest therein), provided that you deliver any hard drive or any such equipment
to the Company so that it may be erased with regard to Company proprietary and confidential
information.



     9. Proprietary Information Obligations. You acknowledge and agree to comply with your
continuing obligations under your Employment Letter with the Company dated March 10, 1996 including
the Proprietary Information and Assignment of Inventions Agreement attached thereto and dated March
14, 1996; provided, however, that Section 10 of the Proprietary Information and
Assignment of Inventions Agreement shall be amended and restated in its entirety to read as
follows:




“Without limiting any other provision of this Agreement, I agree that while
employed by the Company and thereafter through September 30, 2008, I will
not, directly or indirectly, (i) induce any employee or full-time contractor
of the Company to leave the employ or other service of the Company, (ii)
solicit for hiring or engagement any employee or full-time contractor of the
Company or assist any other person or entity in soliciting for hire or
engagement any employee or full-time contractor of the Company (including
any person who in the prior three (3) months had been an employee or
full-time contractor of the Company), or (iii) solicit the business of any
business partner of the Company (other than on behalf of the Company) in a
manner competitive with the Company or interfere with any business partner’s
relationship with the Company; provided, however, that (A)
the provisions with regard to inducing or soliciting in clauses (i) and (ii)
above shall not be violated by general advertising not targeted at employees
or full-time contractors of the Company, (B) I may serve as a reference upon
request for any current or past Company employee or full-time consultant
provided that I do not have a business relationship and am not in
discussions to establish such a relationship (either as an employee,
consultant, advisor, board member, or otherwise) with the hiring entity or
such person at the time such reference is provided, and (C) this provision
shall not be violated by action taken by any person or entity that I am
associated with if I am not personally involved in any manner in the
solicitation, inducement or interference and have not identified such person
or entity for soliciting or doing business with.”



     10. Nondisparagement. You agree that, for five (5) years after the Separation Date, you will
not make negative comments or otherwise disparage the Company or its officers, directors,
employees, shareholders or agents, in any manner likely to be harmful to them or their business,
business reputation or personal reputation. The Company agrees that (a) the individuals holding
the titles of Chief Executive Officer of the Company, Chief Yahoo! of the Company and Chief
Financial Officer and Head of Advertiser and Publisher Group of the Company as of the date hereof,
(b) the individual succeeding you in your position at the Company and (c) the members of the Board
of Directors of the Company as of the date hereof will not, directly or indirectly, while employed
by the Company or serving as a director of the Company, as the case may be, make negative comments
about you or otherwise disparage you in



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any manner that is likely to be harmful to your business reputation or personal reputation.
The foregoing shall not be violated by truthful statements in response to legal process or required
governmental testimony or filings, and the foregoing limitation on the Company’s executives and
directors shall not be violated by statements that they in good faith believe are necessary or
appropriate to make in connection with performing their duties to the Company.



     11. Cooperation. You agree to reasonably cooperate with and make yourself available on a
continuing basis to the Company and its representatives and legal advisors in connection with any
matters in which you are or were involved during your employment with the Company or any existing
or future claims, investigations, administrative proceedings, lawsuits and other legal and business
matters as reasonably requested by the Company. You also agree to promptly send the Company copies
of all correspondence (for example, but not limited to, subpoenas) received by you in connection
with any legal proceedings involving or relating to the Company, unless you are expressly
prohibited by law from so doing. You agree not to cooperate voluntarily in any third party claims
against the Company. You understand that nothing in this Agreement prevents you from cooperating
with any government investigation.



     12. Release of Claims.




	 	(a)	 	In consideration for, and as a condition to receiving the
benefits described in Sections 2 through 4 hereof to which you are not
otherwise entitled, and in consideration for your continued employment with the
Company through the Separation Date, you hereby generally and completely
release the Company and its directors, officers, employees, shareholders,
partners, agents, attorneys, predecessors, successors, parent and subsidiary
entities, insurers, affiliates, and assigns (collectively, the “Released
Party”) 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 you
sign this Agreement. This general release includes, but is not limited to:
(1) all claims arising out of or in any way related to your employment with the
Company or the termination of that employment; (2) all claims related to your
compensation or benefits from the Company, including wages, salary, bonuses,
commissions, vacation pay, expense reimbursements, severance pay, fringe
benefits, stock, stock options, or any other ownership interests in the
Company; (3) all claims for breach of contract, wrongful termination, and
breach of the implied covenant of good faith and fair dealing; (4) all tort
claims, including claims for fraud, defamation, emotional distress, and
discharge in violation of public policy; and (5) 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, the
federal Worker Adjustment and Retraining and Notification Act (as amended), the
Employee Retirement Income Security Act of 1974 (as amended), the Family and
Medical Leave Act of 1993, and the California Fair Employment and Housing Act
(as amended). To the maximum extent




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	 	 	 	permitted by law, you also promise never directly or indirectly to bring or
participate in an action against any Released Party under California
Business & Professions Code Section 17200 or under any other unfair
competition law of any jurisdiction with respect to your employment with the
Company or the termination thereof. If, notwithstanding the above, you are
awarded any money or other relief under such a claim, you hereby assign the
money or other relief to the Company. Your waiver, release and promises
specified in this Section 12(a) do not apply to: (i) any rights or claims
that may arise after the date you sign this Agreement; (ii) any rights you
may have under Sections 6 and 7 hereof; (iii) any obligation the Company has
undertaken in this Agreement; or (iv) any obligation the Company may
otherwise have to indemnify you for your acts within the course and scope of
your employment with the Company pursuant to the articles and bylaws of the
Company, any fully executed written agreement with the Company, or
applicable law.
	 
	 	(b)	 	Excluded from this release are any claims which cannot be
waived by law in a private agreement between employer and employee, including
but not limited to, the right to enforce this Agreement and recover for any
breach of it, rights under California Labor Code Section 2802, and the right to
file a charge with or participate in an investigation conducted by the Equal
Employment Opportunity Commission (“EEOC”) or state or local fair
employment practices agency. You waive, however, any right to any monetary
recovery or other relief should the EEOC or any other agency pursue a claim on
your behalf.





     13. Representations. You acknowledge and represent that you have not suffered any age or
other discrimination, harassment, retaliation, or wrongful treatment by any Released Party. You
also acknowledge and represent that you did not and do not have any rights under nor have you been
denied any rights including, but not limited to, rights to a leave or reinstatement from a leave
under the Family and Medical Leave Act of 1993 or any similar law of any jurisdiction.



     14. Release of Unknown Claims. You acknowledge that you have read and understand Section 1542
of the California Civil Code: “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.” You
hereby expressly waive and relinquish all rights and benefits under that section and any law of any
jurisdiction of similar effect with respect to your release of any unknown or unsuspected claims.



     15. Time to Consider; Effectiveness. By signing this Agreement, you hereby acknowledge that:
(a) your waiver and release specified in Sections 12 and 14 hereof do not apply to any rights or
claims that may arise after the date you sign this Agreement or with respect to your rights
hereunder; (b) you have the right to consult with an attorney prior to signing this Agreement; (c)
you have twenty-one (21) days to consider this Agreement (although you may choose to sign it
earlier); (d) you have seven (7) days after you sign this Agreement to revoke it;



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and (e) this Agreement, with the exception of Section 4(b) hereof, will not be effective
until the date on which the revocation period has expired, which will be the eighth day after you
sign this Agreement, assuming you have returned it to the Company’s Executive Vice President of
Human Resources by such date. To revoke your signature, you must notify the Company in writing
within seven days of the date you signed this Agreement. Such notice must be delivered by 5:00
p.m. of the seventh day and addressed to the Executive Vice President of Human Resources of the
Company. In the event that you do not sign this Agreement or if you revoke your signature, you
will not be entitled to the payments and benefits described in Sections 2 through 4 hereof.



     16. Supplemental Release. As a condition to receiving the amounts and benefits in Sections 2
through 4 hereof, you shall sign and deliver to the Company a supplemental release of claims (the
“Supplemental Release”) in the form attached hereto as Exhibit C, within twenty-one
(21) days after the Separation Date and not revoke the same within the time period provided
therein. If you do not sign the Supplemental Release or if you revoke it, you shall not be
entitled to receive any of the amounts or benefits under Sections 2 through 4 hereof, but this
Agreement (including the release contained herein) shall otherwise remain in full force and effect.



     17. Tax Matters.




	 	(a)	 	Withholding. The Company may withhold from any and all amounts
payable under this Agreement such federal, state and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.
	 
	 	(b)	 	Code Section 409A Compliance.






	 	(i)	 	The intent of the parties is that payments and
benefits under this Agreement comply with Internal Revenue Code Section
409A and the regulations and guidance promulgated thereunder
(collectively “Code Section 409A”) and, accordingly, to the
maximum extent permitted, this Agreement shall be interpreted to be in
compliance therewith. If you notify the Company (with specificity as
to the reason therefor) that you believe that any provision of this
Agreement (or of any award of compensation, including equity
compensation or benefits) would cause you to incur any additional tax
or interest under Code Section 409A and the Company concurs with such
belief or the Company (without any obligation whatsoever to do so)
independently makes such determination, the Company shall, after
consulting with you, reform such provision to try to comply with Code
Section 409A through good faith modifications to the minimum extent
reasonably appropriate to conform with Code Section 409A. To the
extent that any provision hereof is modified in order to comply with
Code Section 409A, such modification shall be made in good faith and
shall, to the maximum extent reasonably possible, maintain the original
intent and economic benefit to you and the Company of the applicable
provision without violating the provisions of Code Section 409A.




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	 	(ii)	 	In no event whatsoever (as a result of Section
17(b)(i) hereof or otherwise) shall the Company be liable for any
additional tax, interest or penalties that may be imposed on you by
Code Section 409A or any damages for failing to comply with Code
Section 409A or Section 17(b)(i) hereof.





     18. Public Statements; Press Releases. Prior to the Separation Date and thereafter, to the
extent feasible, the Company shall provide you with a reasonable opportunity prior to release to
review and comment on any formal public statements or press releases made by the Company relating
to your termination of employment with the Company and shall consider such comments in good faith,
but the ultimate determination of the contents of any such statement or release shall be made by
the Company.



     19. Miscellaneous. This Agreement, including its Exhibit, the documents referred to in
Section 9 hereof (as modified herein), your arbitration agreement with the Company and your equity
grants (as modified herein) constitute the complete, final and exclusive embodiment of the entire
agreement between you and the Company with regard to this subject matter. It is entered into
without reliance on any promise or representation, written or oral, other than those expressly
contained herein, and it supersedes any other such promises, warranties or representations. This
Agreement may not be modified or amended except in a writing signed by both you and a duly
authorized officer of the Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of both you and the
Company, their heirs, successors and assigns, provided, however, that you may not
assign your rights or obligations hereunder. If any provision of this Agreement is determined to
be invalid or unenforceable, in whole or in part, this determination will not affect any other
provision of this Agreement and the provision in question will be modified by the court so as to be
rendered enforceable. In the event of a breach or threatened breach of any provision of this
Agreement, you agree that the Company shall be entitled to injunctive or other equitable relief in
a court of appropriate jurisdiction to remedy any such breach or threatened breach, and you
acknowledge that damages would be inadequate and insufficient. The existence of this right to
injunctive and other equitable relief shall not limit any other rights or remedies that the Company
may have at law or in equity including, without limitation, the right to monetary, compensatory and
punitive damages. This Agreement will be deemed to have been entered into and will be construed
and enforced in accordance with the laws of the State of California as applied to contracts made
and to be performed entirely within California; provided, however, that all matters
related to the treatment of your outstanding equity awards, including under Section 4 hereof, shall
be construed and enforced in accordance with the laws of the State of Delaware, without regard to
the choice of law principles thereof.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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If this Agreement is acceptable to you, please sign below and return the original to the
Company’s Executive Vice President of Human Resources at 701 First Avenue, Sunnyvale, California
94089 by 5:00 p.m. on June 20, 2007.




I wish you good luck in your future endeavors.




Sincerely,




Yahoo! Inc.




	 	 	 	 	 
	By:
	 	/s/ Terry Semel 	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	Name: Terry Semel	 	 
	 
	 	 	 	 
	Title: Chief Executive Officer	 	 






Exhibit A – Schedule of Options to be Vested on Termination




Exhibit B – Schedule of Extended Stock Options




Exhibit C – Supplemental Release




Agreed and voluntarily executed:




	 	 	 
	 	 	 
	 

/s/ Farzad Nazem

	 	 
	 

Farzad Nazem

	 	 






Dated: May 30, 2007





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EXHIBIT A




SCHEDULE OF OPTIONS TO BE VESTED ON TERMINATION




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant	 	Grant	 	 	 	 	 	 	 	 	 	No. of Unvested Shares
	Number	 	Date	 	Plan/Type	 	Price	 	Outstanding at 6/8/07
	A9578367
	 	 	12/10/03	 	 	1995/NQ	 	$	20.58	 	 	 	46,875	 
	A9590885
	 	 	2/1/05	 	 	1995/NQ	 	$	34.75	 	 	 	550,000	 
	A9602541
	 	 	5/31/06	 	 	1995/NQ	 	$	31.59	 	 	 	300,000	 






A-1









 






EXHIBIT B




SCHEDULE OF EXTENDED STOCK OPTIONS




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grant	 	Grant	 	 	 	 	 	 	 	 	 	No. of Shares Outstanding at
	Number	 	Date	 	Plan/Type	 	Price	 	6/8/07
	A9530010
	 	 	8/19/99	 	 	1995/NQ	 	$	34.80	 	 	 	80,000	 
	A9564085
	 	 	10/13/00	 	 	1995/NQ	 	$	30.00	 	 	 	296,668	 
	A9578367
	 	 	12/10/03	 	 	1995/NQ	 	$	20.58	 	 	 	250,000	 
	A9590885
	 	 	2/1/05	 	 	1995/NQ	 	$	34.75	 	 	 	550,000	 
	A9602541
	 	 	5/31/06	 	 	1995/NQ	 	$	31.59	 	 	 	900,000	 






B-1









 






EXHIBIT C




SUPPLEMENTAL RELEASE




     Pursuant to the letter agreement dated May 30, 2007 by and between Yahoo! Inc. (the
“Company”) and me (the “Separation Agreement”), I hereby generally and completely
release the Company and its directors, officers, employees, shareholders, partners, agents,
attorneys, predecessors, successors, parent and subsidiary entities, insurers, affiliates, and
assigns (collectively, the “Released Party”) 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 prior to my signing this Supplemental Release. This general
release includes, but is not limited to: (1) all claims arising out of or in any way related to my
employment with the Company or the termination of that employment; (2) all claims related to my
compensation or benefits from the Company, including wages, salary, bonuses, commissions, vacation
pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other
ownership interests in the Company; (3) all claims for breach of contract, wrongful termination,
and breach of the implied covenant of good faith and fair dealing; (4) all tort claims, including
claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and
(5) 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, the federal Age
Discrimination in Employment Act of 1967 (as amended) (“ADEA”), the federal Worker
Adjustment and Retraining Notification Act (as amended), the Employee Retirement Income Security
Act of 1974 (as amended), the Family and Medical Leave Act of 1993, and the California Fair
Employment and Housing Act (as amended). To the maximum extent permitted by law, I also promise
never directly or indirectly to bring or participate in an action against any Released Party under
California Business & Professions Code Section 17200 or under any other unfair competition law of
any jurisdiction with respect to your employment with the Company or the termination thereof. If,
notwithstanding the above, I am awarded any money or other relief under such a claim, I hereby
assign the money or other relief to the Company. The foregoing general release does not apply to:
(i) any rights or claims that may arise after the date I sign this general release; (ii) any rights
I may have under Sections 6 and 7 of the Separation Agreement; (iii) any obligation the Company has
undertaken in the Separation Agreement; or (iv) any obligation the Company may otherwise have to
indemnify me for my acts within the course and scope of my employment with the Company, pursuant to
the articles and bylaws of the Company, any fully executed written agreement with the Company, or
applicable law.



     Excluded from this general release are any claims which cannot be waived by law in a private
agreement between employer and employee, including but not limited to, the right to enforce the
Separation Agreement and recover for any breach of it, rights under California Labor Code Section
2802, and the right to file a charge with or participate in an investigation conducted by the Equal
Employment Opportunity Commission (“EEOC”) or state or local fair employment practices
agency. I waive, however, any right to any monetary recovery or other relief should the EEOC or
any other agency pursue a claim on my behalf.



C-1









 





     I acknowledge and represent that I have not suffered any age or other discrimination,
harassment, retaliation, or wrongful treatment by any Released Party. I also acknowledge and
represent that I did not and do not have any rights under nor have I been denied any rights
including, but not limited to, rights to a leave or reinstatement from a leave under the Family and
Medical Leave Act of 1993 or any similar law of any jurisdiction.



     I agree that I am voluntarily executing this 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 for the waiver and release 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 specified in this paragraph does not apply to any rights or claims
that may arise after the date I sign this Supplemental Release or my rights with respect to the
Separation Agreement; (b) I have the right to consult with an attorney prior to signing this
Supplemental Release; (c) I have twenty-one (21) days to consider this Supplemental Release
(although I may choose to sign it earlier); (d) I have seven (7) days after I sign this
Supplemental Release to revoke it; and (e) this Supplemental Release will not be effective until
the date on which the revocation period has expired, which will be the eighth day after I sign this
Supplemental Release, assuming I have returned it to the Company’s Executive Vice President of
Human Resources by such date (the “Effective Date”).



     I UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS. In
giving this release, which includes claims which may be unknown to me at present, I acknowledge
that I have read and understand Section 1542 of the California Civil Code, which states: “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 unknown or unsuspected claims I may have against the
Company.



If this Agreement is acceptable to you, please sign below on or after the Separation Date and
return the original to the Company’s Executive Vice President of Human Resources at 701 First
Avenue, Sunnyvale, California 94089 by 5:00 p.m. on June 29, 2007.



	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	Date:
	 	 	 	, 2007
	 

	 	 

Farzad Nazem
	 	 	 	 

	 	 







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