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.
(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 EQUITY AWARD
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 EQUITY AWARD 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.
7
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:
[CEO]
8
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.