Exhibit 10.1
RELEASE AGREEMENT
RELEASE AGREEMENT (this “
Release Agreement ”) dated as of May 16,
2005 by and between Warren Pratt (“ Employee ”)
and Silicon Graphics, Inc. (the “ Company
”).
WHEREAS, pursuant to the terms of
the Letter Agreement dated April 25, 2001 (the “
Letter Agreement ”; terms used but not defined herein
have the meaning given in the Letter Agreement) between Employee
and the Company, the Company agreed to forgive a portion of the
balance of the loan made under the Letter Agreement, subject to
Employee’s delivery to the Company of a general release of
claims;
NOW THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements of the
parties set forth in this Release 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.
Employee understands that if
Employee does not sign this Release Agreement, no portion of the
loan made pursuant to the Letter Agreement will be
forgiven.
2.
In consideration of the forgiveness
of the loan made pursuant to Letter Agreement, Employee agrees to
release and discharge unconditionally the Company and any
successors, subsidiaries, affiliates, related entities, and their
respective current and former officers, directors, stockholders,
employees, benefits plan administrators and trustees, agents,
attorneys, insurers, representatives, affiliates, successors and
assigns, from any and all claims, actions, causes of action,
demands, obligations or damages of any kind arising from his
employment with the Company and the separation of that employment
or otherwise, whether known or unknown to him, which he ever had or
now have upon or by reason of any matter, cause or thing, up to and
including the day on which he signs this Release Agreement.
The claims Employee is waiving include, but are not limited to, all
claims arising out of or related to any stock options or restricted
stock held by or granted to Employee by the Company or any of its
affiliates; all claims under Title VII of the Civil Rights Act of
1964, as amended; all claim under the Age Discrimination in
Employment Act of 1967; all claims under the Americans with
Disabilities Act; all claims under the Fair Labor Standards Act;
all claims under the National Labor Relations Act; all claims under
the Family and Medical Leave Act; all claims under the Employee
Retirement Income Security Act; all claims under 42 U.S.C.
section 1981; all claims under the California Fair Employment
and Housing Act and all claims under other analogous federal, state
and local laws, regulations, statutes and ordinances; all claims
under any principle of common law; all claims concerning any right
to reinstatement; and all claims for any type of relief from the
Company, whether federal, state or local, whether statutory,
regulatory or common law, and whether tort, contract or
otherwise. This release of claims does not affect any pending
claim for workers’ compensation benefits, vested rights, if
any, in the Company’s 401(k) plan, or Employee’s rights
to e
