Exhibit 10.1
RETIREMENT AGREEMENT
AND
GENERAL RELEASE
This Retirement Agreement and
General Release (the "Agreement") is entered
into between Valpey-Fisher
Corporation (including its
subsidiaries, the
"Company") and Michael J. Ferrantino, Sr. ("Employee") as
follows:
1. Retirement. At
the close of business on
October 31, 2009 (the
"Retirement Date"), Employee has retired and
Employee's employment with the
Company has terminated. Effective on the
Retirement Date, Employee will no
longer receive any salary, benefits or
other compensation from the Company
except as set forth in this
Agreement. Effective on the Retirement
Date,
Employee hereby resigns all offices and directorships at the
Company and/or any
other entity held as a result of Employee's employment with the
Company. Subject
to required withholding of state, local and federal taxes, the
Company agrees to
pay employee all salary earned through the
Retirement Date and to compensate
Employee for all accrued and unused vacation pay
through the Retirement Date
which Employee acknowledges and agrees
equals 240 hours of accrued vacation
time.
2. Retirement
Payment. Subject to the
Employee's execution and
non-revocation of this Agreement and in consideration
of Employee's covenants
contained in Sections 5, 6, 7 and 8, the Company will pay Employee
$265,225 (the
"Retirement Payment"), payable in a lump sum on November 9, 2009.
The Retirement
Payment is subject to required withholding of
state, local and federal taxes.
Employee acknowledges and agrees that the
Retirement Payment represents a
consideration to Employee over and above anything else
of value which Employee
already is entitled to receive from the Company.
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3. Options. A list of all
outstanding options to purchase Common Stock of
the Company granted to Employee pursuant to the Company's
Stock Option Plans is
attached hereto as Schedule 1. All of such
outstanding options are Incentive
Stock Options and are vested. In accordance with the
Company's 1992, 1999 and
2001 Stock Option Plans pursuant to which
the options were granted and the
individual Stock Option Agreements with respect to the
outstanding options, all
such options shall be exercisable during the three
months after the Retirement
Date to the extent Employee was
entitled to exercise such options on
the
Retirement Date.
4. Prior Plans or Agreements.
(a) The Company and
Employee acknowledge and agree that any right to any
payment as provided in the letter to Employee from the
Company dated September
10, 2002, as amended, in connection with the sale
of the Company on or before
December 31, 2010, shall terminate after
expiration of the Revocation Period
provided in Section 7 and shall be of no force and effect.
(b) Employee
acknowledges that he is not entitled to any bonus award for
2009 pursuant to the terms of the 2009 Key Employee Bonus Plan.
(c) The
Company's matching contribution for
Employee's 2009 salary
earned up to the Retirement Date will be
paid pursuant to the terms of the
Company's 401(k) Plan.
5. Confidential
Information. Employee had access to, and possession
of,
confidential and proprietary information, data, records,
documents and physical
property belonging to the Company. On or before the
Retirement Date, Employee
agrees to return any and all Company records, documents and
physical property.
Employee further agrees not to
disclose any confidential or
proprietary
information, data, records or documents to any person or
entity.
<PAGE>
6. Non-disparagement.
(a) Employee
agrees that he will not make, whether in
oral, print,
electronic or other form, any statement that is
disparaging, derogatory, or
untruthful in any material respect as to the Company, its products
and services,
its past and present officers, directors,
employees or any other affiliate of
the Company or that could adversely affect in any
material respect the conduct
of the business of the Company.
(b) The Company
agrees that it will use its best efforts to cause
its
directors and executive officers not make, whether in oral, print,
electronic or
other form, any statement that is disparaging, derogatory, or
untruthful in any
material respect as to the Employee.
7. General Release.
(a) As a material
inducement to the Company to enter into this Agreement
and other good and valuable consideration, the receipt and
sufficiency of which
is hereby acknowledged,
Employee, on behalf of
himself, his heirs,
administrators, representatives, executors,
successors, and assigns, hereby
irrevocably and unconditionally releases,
acquits, and forever discharges the
Company and its predecessors, parents, subsidiaries,
affiliates, divisions, any
related entity, successors and assigns, and
all of their current and former
agents, officers, directors,
shareholders, partners, employees,
members,
trustees, fiduciaries, representatives, owners, attorneys and all
persons acting
by, through, under or in concert with any of them
(collectively, the "Released
Parties") from any and all claims, suits,
charges, complaints, liabilities,
obligations, promises, agreements, damages, causes of
action, demands, losses,
debts, attorneys' fees and expenses of any nature
whatsoever, known or unknown
("Claims") which Employee has, had or claims to
have had against any Released
Party up to and including the date Employee
executes this Agreement. This
General Release of Claims shall include, without limitation,
Claims relating to
Employee's employment and separation from employment with the
Company, Claims of
discrimination under the common law or any federal,
state or local statute or
regulation (including, without limitation, the Civil Rights Act of
