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Exhibit 10.02
SEPARATION
AGREEMENT
SEPARATION
AGREEMENT (“ Agreement ”) dated
as of March 24, 2005, by and between Ultra Clean Holdings, Inc., a
Delaware corporation (together with its successors, the
“ Company
”), and Phillip Kagel
(“ Executive
”).
WHEREAS,
the Company and Executive entered into an Employment Agreement
dated as of October 21, 2004 (the “ Employment Agreement ”), a Confidentiality and Non-Disclosure Agreement
(the “ Confidentiality
Agreement ”) and an
Indemnification Agreement (the “ Indemnification Agreement ”);
WHEREAS,
Executive and the Company have agreed to terminate
Executive’s employment with the Company as of the Separation
Date (as defined below);
NOW
THEREFORE, in consideration of the foregoing and of the mutual
covenants and agreements of the parties set forth in this
Agreement, and of other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, agree as
follows:
1.
Separation
. Effective as of March 24, 2005 (the
“ Separation
Date ”), Executive has
resigned from his position as Senior Vice President and Chief
Financial Officer of the Company, and from all other positions
which Executive held with the Company, its subsidiaries or its
affiliates, and the Company accepted such resignation as of the
Separation Date.
2.
Separation
Benefits . (a) Subject to
this Agreement becoming effective and Executive’s compliance
with the provisions of this Agreement and of the Confidentiality
Agreement, and in consideration for the release set forth in
Section 3 hereof, Executive shall receive the following:
(i)
The Company shall pay to Executive an
amount equal to $131,250 (representing seven months of
Executive’s current base salary), less applicable tax
withholding, which shall be payable at the Company’s option
either in periodic installments over seven months following the
Separation Date in accordance with the Company’s payroll
practices or in a lump sum.
(ii) The Company shall pay
for Executive’s continued coverage under the Company’s
health plans under COBRA at the same cost to Executive as before
the Separation Date until the earlier of (x) seven months following
the Separation Date or (y) the date Executive becomes eligible for
group health coverage with another employer.
(b)
Executive understands and agrees with the following:
(i)
The Company has paid Executive all
accrued compensation, including accrued vacation, through the
Separation Date.
(ii) All of
Executive’s options to purchase stock of the Company ceased
vesting on the Separation Date in accordance with their
terms.
3.
Release . (a)
Executive acknowledges that the following release shall extend to
unknown, as well as known claims, and hereby waives the application
of any provision of law, including, without limitation, Section
1542 of the California Civil Code, that purports to limit the scope
of a general release. Section 1542 of the California Civil Code
provides:
“A GENERAL RELEASE DOES NOT
EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR.”
(b)
Executive agrees to and does fully and
completely release, discharge and waive for himself and for his
dependents, successors, assigns, heirs, executors and
administrators (and his and their legal representatives of any
kind), any and all claims, complaints, causes of action or demands
of whatever kind, arising in Executive’s capacity as an
employee or officer of the Company, or otherwise in any capacity
whatsoever, which Executive has or may have against the Company,
its subsidiaries, divisions, subsidiaries, affiliates, predecessors
and successors and all their officers, directors, employees,
agents, counsel and other representatives by reason of any event,
matter, cause or thing which has occurred prior to the Effective
Date (hereinafter “ Executive Claims ”). Executive understands and accepts that this Agreement
specifically covers, but is not limited to, any and all Executive
Claims that Executive has or may have against the Company relating
in any way to his employment arrangements, or to compensation, or
to his equity interests in the Company, or to any other terms,
conditions or circumstances of his former employment with the
Company, and to the resignation of such employment, whether for
severance or based on statutory or common law claims for employment
discrimination (including discrimination on the basis of sex, age,
religion or disability, including specifically any claims under the
Age Discrimination in Employment Act (the “
ADEA ”), Title VII of the Civil Rights Act of 1964, as
amended or the Americans with Disabilities Act of 1990), wrongful
discharge, breach of contract or any other theory, whether legal or
equitable. Notwithstanding the foregoing, Executive does not waive
any rights to which he may be entitled (A) to seek to enforce this
Agreement, or (B) to seek indemnification with respect to liability
incurred by Executive in his capacity as an officer or former
employee of the Company in accordance with the bylaws of the
Company and the Indemnification Agreement.
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(c)
Executive further understands and
acknowledges that:
(i)
The release provided for in this
Section, including claims under the ADEA, is in exchange for the
additional consideration provided for in this Agreement to which
Executive was not heretofore entitled;
(ii) Executive has been
advised by the Company to consult with legal counsel prior to
executing this Agreement and the release provided for in this
Section, has had an opportunity to consult with and to be advised
by legal counsel of his choice, fully understands the terms of this
Agreement, and enters into this Agreement freely, voluntarily and
intending to be bound;
(iii) Executive has been
given a period of 21 days to review and consider the terms of this
Agreement and the release contained herein, and Executive may use
as much of the 21-day period as
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