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Exhibit
10.1
Agreement and
Release
This Agreement and Release
(“Agreement”) is made by and between James R. Bailey
and Virage Logic Corporation (“Virage Logic” or
“Company”).
For good and valuable consideration,
Mr. Bailey and the Company agree as follows:
1. Separation from Employment.
Mr. Bailey acknowledges and agrees that his employment with
the Company has ended as of July 10, 2007 (the
“Separation Date”).
2. Separation Benefits . Subject
to the terms and considerations of this Agreement, the Company
agrees to provide him with the following (“Separation
Benefits”):
a) Severance Payment. The Company shall
provide Mr. Bailey with a severance payment in the amount of
$66,461.54, which is equivalent to 18 weeks of
Mr. Bailey’s regular pay, less applicable withholding
taxes, in a lump sum (“Severance Payment”). Said
Severance Payment shall be delivered to Mr. Bailey within
fourteen (14) calendar days following the Company’s
receipt of this Agreement signed and dated by
Mr. Bailey.
b) Continued Benefits. If
Mr. Bailey makes a timely and accurate election and is and
remains eligible to continue his current group medical insurance
coverage pursuant to the Consolidated Omnibus Budget Reconciliation
Act of 1985, as amended (“COBRA”), the Company will pay
the applicable premiums for Mr. Bailey and his eligible
dependents to provide coverage for the five (5) month period
following the month in which the Separation Date occurs.
3. No Other Payments Due.
Mr. Bailey acknowledges and agrees that he has received all
salary, accrued vacation, bonuses, or other such sums due to him
other than the Severance Payment to be provided by Paragraph 2 of
this Agreement. Mr. Bailey acknowledges that, he is entitled
to receive no additional compensation, wages, stock, options,
commissions (with the exception of eligible sales commission
through August 31, 2007 ), money, benefits, or bonuses other
than those described herein, and that all earned wages and accrued
but unused PTO will be paid no later than the last day of
employment.
4. Release of Claims by
Mr. Bailey. As consideration for the promises and
covenants of the Company set forth in this Agreement,
Mr. Bailey hereby fully and forever releases and discharges
the Company and its parents, subsidiaries, affiliates and related
companies, and their respective shareholders, officers, directors,
agents, employee benefit plans, representatives, employees,
attorneys, predecessors, successors and assigns (“Released
Parties”), from all claims and causes of action, whether
known or unknown, including but not limited to those arising out of
or relating in any way to Mr. Bailey’s employment with
the Company, including the termination of his employment, based on
any acts or events occurring up until the date of
Mr. Bailey’s signature below. Mr. Bailey
understands and agrees that this Release is a full and complete
waiver of all claims, including, but not limited to, any claims of
wrongful discharge, breach of contract, breach of the covenant of
good faith and fair dealing, violation of public policy,
defamation, personal injury, emotional distress; any claims under
Title VII of the Civil Rights Act of 1964, as amended, the Fair
Labor Standards Act, the Age Discrimination in Employment Act of
1967, as amended (“ADEA”), the Employee Retirement
Income Security Act of 1974, as amended (“ERISA”), as
related to severance benefits, the California Fair Employment and
Housing Act, California Government Code § 12900 et seq.,
the California Labor Code, the California Business &
Professions Code, the Equal Pay Act of 1963, the Americans With
Disabilities Act, the Family and Medical Leave Act, the California
Family Rights Act, the Civil Rights Act of 1991; and any claims
under any other federal, state, and local laws and regulations.
This Agreement does not release claims that cannot be released as a
matter of law, including, but not limited to, claims under Division
3, Article 2 of the California Labor Code (which includes
indemnification rights).
5. Outstanding Claims. As further
consideration and inducement for this Agreement, Mr. Bailey
represents that he has not filed or otherwise pursued any charges,
complaints or claims of any nature which are in any way pending
against the Company or any of the Released Parties with any court
with respect to any matter covered by this Agreement and
that,
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