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.
6
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:
[Executive Officer]
7
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