AGREEMENT AND GENERAL RELEASE

Exhibit 10.1

 

AGREEMENT AND GENERAL RELEASE

 

Varian Semiconductor Equipment Associates, Inc. (“VSEA” or “the Company”) and John E. Aldeborgh (“Employee”), have discussed Employee’s current employment with the Company and on the basis of each party’s own considerations have reached a mutual understanding, as provided in this Agreement for Employee’s separation from the Company. It is the intent of Employee and the Company that this Agreement will mutually, amicably and finally resolve and compromise all issues and claims relating to or involving Employee’s employment with the Company and his voluntary separation therefrom.

 

NOW THEREFORE, in consideration of the mutual promises, understandings and conditions contained herein, Employee and the Company hereby agree as follows:

 

1. Last Day of Employment. Until September 30, 2006 (“Last Day of Employment”), Employee agrees to perform such projects as may be assigned by the Chief Executive Officer or the Executive Vice President of Sales to assist with transitional matters, including, but not limited to, special projects, advising Sales Management personnel on various sales/marketing matters, and assisting managers in various functions in implementing their respective Sales Management Plans.

 

2. Consideration. In consideration for signing this Agreement and General Release and in compliance with the promises made herein, VSEA agrees, in the event Employee executes this Agreement and General Release and returns it to VSEA and does not revoke it pursuant to paragraph 14, to the following:

 

a. VSEA will pay Employee his base salary until September 30, 2006. In addition, Employee will continue to be eligible for all benefit plans in which he is currently participating until September 30, 2006, subject to normal plan provisions for withdrawing from such participation, provided, however, that Employee will be entitled to contribute to the ESPP only through June 30, 2006 and as provided by the Plan. Employee will be paid for any accrued PPL balance on the Last Day of Employment.

 

b. If Employee does not have new employment by September 30, 2006, VSEA will pay Employee severance pay in the form of salary continuation from September 30, 2006 until the earlier of (i) December 31, 2006, or (ii) the date Employee finds new employment at eighty percent (80%) or more of Employee’s current base salary, less lawful deductions. Employee shall certify in writing by September 30, 2006 and the 30^th day of each month thereafter, that he has not found new employment. This monthly certification shall be sent in writing, by facsimile or email, to Bruce Stokes, Director of Human Resources, and must be received by the 30^th of each month for additional severance to be paid. The Company’s obligation to pay this salary continuation and COBRA continuation, as explained in paragraph 2(c) below, shall be subject to, and conditioned upon, Employee’s execution on September 30, 2006 of a full release of claims satisfactory to the Company in the form attached hereto as Attachment A, releasing VSEA and its employees and agents from any claims arising from or related to Employee’s employment or severance from employment with VSEA, including any

claims arising from this Agreement. This release is separate from and in addition to the release of claims set forth in paragraph 5 below.

 

c. If after September 30, 2006 Employee elects to continue health coverage under VSEA’s health plan in accordance with the continuation requirements of COBRA, VSEA will pay for the cost of said coverage until the earlier of (i) the date Employee begins full-time employment or full-time self-employment; or (ii) December 31, 2006. Thereafter, Employee shall be entitled to elect to continue such COBRA coverage for the remainder of the COBRA period at Employee’s own expense.

 

d. Stock Options: Employee’s stock options and restricted stock will vest through September 30, 2006 and Employee may exercise vested stock options in accordance with the Omnibus Stock Plan, as amended. Thus, Employee may exercise vested stock options until the end of the day on December 30, 2006

 

e. Outplacement: The Company agrees to pay to Employee upon execution of this Agreement fifteen thousand dollars ($15,000) for professional outplacement services as typically provided to executives of Employee’s level to be used by Employee at an outplacement service.

 

f. If Employee is unemployed as of September 30, 2006, the Company agrees that it will not contest any application that Employee may make for unemployment compensation benefits. The Company does not and cannot guarantee Employee will be awarded such benefits. Nothing herein is intended to require the Company to make false or misleading statements to any governmental entity.

 

g. Company Car: Employee may continue to use the company car that he is currently using, a Porsche Cayenne S SUV up to his Last Day of Employment. Employee shall pay costs for gas and maintenance and the Company will pay the costs for the lease of the vehicle and insurance until the Last Day of Employment. The Company agrees that it shall purchase the company car and transfer title to Employee as soon as reasonably practicable on or after September 30, 2006.

 

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3. Other Terms and Conditions of This Agreement.

 

a. Employee shall be entitled to the following Employee benefits:

 

1. Life Insurance: Within 31 days after Employee’s last day of employment, Employee may elect to convert his Company group life insurance coverage to an individual life insurance conversion policy offered by the insurance company in an amount of coverage equal to or less than the amount of life insurance coverage under the group policy. To convert to this coverage, Employee must apply and pay the first premium within thirty one (31) days of the date his life insurance coverage under the group plan ends. The Company Human Resources Office will provide Employee with information and application forms for converting to individual life insurance coverage.

 

2. Retirement Program: The terms of the Retirement Program do not permit Employee to continue as a contributing participant in the Retirement Program after his last day of employment.

 

3. SERP Benefit Plan: The Company shall pay Employee any and all amounts earned to his Supplemental Retirement Plan account through December 31, 2005 in accordance with the SERP payout election that he has made with the Company.

 

b. Employee shall not participate in the Company’s Management Incentive Program (“MIP”) for fiscal year 2006 and will not be entitled to any payment under that program for fiscal 2006.

 

c. Subsequent Regulatory Changes: In the event that any governmental regulation applicable to a Company compensation or benefit plan under which payments or benefits are to be provided to Employee under this Agreement would prohibit any such payment or benefit, or would jeopardize the regulatory qualifications or status of any such plan if such payment or benefit is provided to Employee, the Company will not be obligated to make such payment or to provide such benefit to Employee; provided, however, that the Company will to the extent permitted under such regulations provide Employee with comparable compensation.

 

4. No Consideration Absent Execution of this Agreement. Employee understands and agrees that Employee would not receive the monies and/or benefits specified in Paragraph 2 above, except for Employee’s execution of this Agreement and General Release and the fulfillment of the promises contained herein. Should Employee breach any material obligations under this Agreement, including but not limited to, Confidentiality (paragraph 7) and Non-Competition (paragraph 9) Employee agrees promptly to return/reimburse to VSEA all consideration paid and/or provided to Employee under this Agreement.

 

5. General Release of Claims. Employee, his heirs, executors, administrators, successors, and assigns, knowingly and voluntarily releases and forever discharge VSEA, its parent corporations, affiliates, subsidiaries, divisions, predecessors (including but not limited to Varian Associates, Inc.), insurers, successors and assigns and the current and former employees, attorneys, officers, directors and agents thereof (collectively referred to throughout the remainder of this Agreement as “Employer”), of and from any and all claims, known and

 

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unknown, which the Employee has or may have against Employer as of the date of execution of this Agreement and General Release, including, but not limited to, any alleged violation of:

 

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Title VII of the Civil Rights Act of 1964, as amended;

 

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The Civil Rights Act of 1991;

 

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Sections 1981 through 1988 of Title 42 of the United States Code, as amended;

 

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The Employee Retirement Income Security Act of 1974, as amended;

 

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The Immigration Reform and Control Act, as amended;

 

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The Americans with Disabilities Act of 1990, as amended;

 

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The Age Discrimination in Employment Act of 1967, as amended;

 

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The Workers Adjustment and Retraining Notification Act, as amended;

 

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The Occupational Safety and Health Act, as amended;

 

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The Massachusetts Civil Rights Act, G.L. c. 12, §§11H and 11I;

 

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The Massachusetts Equal Rights Law, G.L. c. 93;

 

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The Massachusetts Wage and Hour Laws, G.L. c.s 149 and 151;

 

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The Massachusetts Privacy Statute, G.L. c. 214, §1B, as amended;

 

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The Massachusetts Law Against Discrimination, G.L. c. 151B;

 

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Any other federal, state or local civil or human rights law or any other local, state or federal law, regulation or ordinance;