Exhibit 10.97
SEPARATION AGREEMENT AND RELEASE
RECITALS
This Separation Agreement and Release ("Agreement") is made by and between Barry
Wiley ("Employee") and Catalyst Semiconductor, Inc. ("Company") (collectively
referred to as the "Parties"):
WHEREAS, Employee was employed by the Company;
WHEREAS, the Company and Employee entered into a proprietary information
agreement dated October 7, 1999 (the "Confidentiality Agreement");
WHEREAS, the Company and Employee entered into stock option agreements SP212
effective October 25, 1999, SP1167 effective February 15, 2001, SP1173 effective
September 27, 2001, SP1362 effective April 28, 2003, SP1491 effective
November 19, 2003 and SP1686 effective April 1, 2005 (the "Stock Agreements");
WHEREAS, Employee's employment with the Company will terminate on July 20, 2005
(the "Termination Date"); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints,
grievances, charges, actions, petitions and demands that the Employee may have
against the Company as defined herein, including, but not limited to, any and
all claims arising out of, or related to, Employee's employment with, or
separation from, the Company;
NOW THEREFORE, in consideration of the promises made herein, the Parties hereby
agree as follows:
COVENANTS
1.
CONSIDERATION.
(A)
THE COMPANY AGREES TO PAY EMPLOYEE A LUMP
SUM OF $82,500, LESS APPLICABLE WITHHOLDINGS.
THIS PAYMENT WILL BE MADE TO
EMPLOYEE WITHIN TEN (10) BUSINESS DAYS AFTER THE EFFECTIVE DATE OF THIS
AGREEMENT.
(B)
STOCK.
THE PARTIES AGREE THAT FOR PURPOSES
OF DETERMINING THE NUMBER OF SHARES OF THE COMPANY'S COMMON STOCK WHICH EMPLOYEE
IS ENTITLED TO PURCHASE FROM THE COMPANY, PURSUANT TO THE EXERCISE OF
OUTSTANDING OPTIONS, THE EMPLOYEE WILL BE CONSIDERED TO HAVE VESTED ONLY UP TO
THE TERMINATION DATE.
EMPLOYEE ACKNOWLEDGES THAT AS OF THE TERMINATION DATE, HE
WILL HAVE VESTED IN 218,039 OPTIONS AND NO MORE.
IN ACCORDANCE WITH THE TERMS
OF THE STOCK AGREEMENTS, THESE VESTED OPTIONS ARE SUBJECT TO CANCELLATION 30
DAYS AFTER THE TERMINATION DATE AND THEREFORE, THE EMPLOYEE MUST EXERCISE BY
AUGUST 19, 2005 WHEN THE REMAINING VESTED OPTIONS WILL EXPIRE.
THE EXERCISE OF
ANY STOCK OPTIONS SHALL CONTINUE TO BE SUBJECT TO THE TERMS AND CONDITIONS OF
THE STOCK AGREEMENTS.
(C)
BENEFITS.
EMPLOYEE'S HEALTH INSURANCE
BENEFITS WILL CEASE ON JULY 31, 2005, SUBJECT TO EMPLOYEE'S RIGHT TO CONTINUE
HIS HEALTH INSURANCE UNDER COBRA.
THE COMPANY SHALL REIMBURSE EMPLOYEE FOR THE
PAYMENTS HE MAKES FOR COBRA COVERAGE FOR A PERIOD OF SIX (6) MONTHS BEGINNING
AUGUST 1, 2005 AND CONCLUDING ON JANUARY 31, 2006 (THE "BENEFITS PERIOD").
THE
COMPANY SHALL MAKE THESE COBRA REIMBURSEMENT PAYMENTS TO EMPLOYEE WITHIN TEN
(10) DAYS FOLLOWING EMPLOYEE'S PROVISION TO THE COMPANY OF DOCUMENTATION
SUBSTANTIATING HIS PAYMENTS FOR COBRA COVERAGE.
EMPLOYEE'S PARTICIPATION IN ALL
OTHER BENEFITS AND INCIDENTS OF EMPLOYMENT (INCLUDING, BUT NOT LIMITED TO, THE
ACCRUAL OF VACATION AND PAID TIME OFF, AND THE VESTING OF STOCK OPTIONS) CEASED
ON THE TERMINATION DATE; PROVIDED, HOWEVER, THAT THAT IF DURING THE BENEFITS
PERIOD EMPLOYEE ENGAGES IN COMPETITION OR BREACHES THE COVENANTS IN THIS
AGREEMENT, ALL PAYMENTS PURSUANT TO THIS SUBSECTION WILL IMMEDIATELY CEASE.
FOR
PURPOSES OF THIS AGREEMENT,