Exhibit
10.33
C
ONFIDENTIAL
A
GREEMENT
AND
R
ELEASE
This CONFIDENTIAL AGREEMENT AND
RELEASE (“Agreement”) is made by and between Robert J.
Kansy (“Employee”) and RF Monolithics, Inc.
(“Company”).
WHEREAS, Employee’s employment
with Company terminated effective August 29, 2008;
WHEREAS, RF Monolithics, Inc. wishes
to provide Employee certain severance benefits under the terms and
conditions set forth in this Agreement, provided that Employee
signs and does not revoke this Agreement;
NOW, THEREFORE in full consideration
of the covenants and agreements contained herein, the Parties agree
as follows:
1. Termination of Employment
. Employee’s employment with Company terminated effective
August 29, 2008 (“Termination Date”).
2. Obligations of Company
.
(a) Company shall pay to Employee
$142,717.83, less applicable withholding and deductions,
(“Severance Payment”), in approximately twenty-six
(26) equal biweekly installments on the Company’s normal
payroll dates commencing on the first normal payroll date following
the expiration of the revocation period contained in
Section 10 of this Agreement and continuing until the entire
Severance Payment is paid, provided that Employee signs and does
not revoke this Agreement.
(b) The vesting period for any
Restricted Stock Units or Stock Options that would have vested on
or before August 31, 2009 shall be accelerated such that they
will vest on the Employee’s Termination Date provided that
Employee signs and does not revoke this Agreement.
(c) Company shall
pay to Employee $329.00 per month which is an amount equal to the
amount Company pays for Employee’s monthly medical insurance
coverage, to assist Employee in paying for medical insurance
coverage under the Consolidated Omnibus Budget Reconciliation Act
of 1986 (“COBRA”) (“COBRA Payments”), for a
period of twelve (12) months immediately following Employees
Termination Date, provided that Employee signs and does not revoke
this Agreement and provided that Employee elects and continues to
receive COBRA medical coverage during the twelve (12) month
period. Company shall pay to Employee the COBRA Payments on the
25 th day of the month beginning on
the 25 th day of the month following the
expiration of the revocation period contained in Section 10 of
this Agreement. If Employee does not elect COBRA medical coverage,
Employee will not receive the COBRA Payments. If Employee ceases to
receive COBRA medical coverage during the period in which he is to
receive the COBRA Payments, Employee will not receive the COBRA
Payments for the period of time Employee does not receive COBRA
medical coverage.
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(d) Employee understands that
Employee will receive no other wage, bonus, commission, benefits,
severance or similar payments from Company other than the amounts
set forth in this Section 2. Employee acknowledges that the
consideration set forth in Section 2 of this Agreement is in
excess of any payments and benefits to which Employee would be
entitled were it not for this Agreement. Employee further
acknowledges that the consideration set forth in Section 2 of
this Agreement is good, valuable and sufficient
consideration.
3. Release of Claims
.
(a) Employee, individually and on
behalf of Employee’s spouse, heirs, successors and assigns,
agrees not to sue and waives all claims and releases Company, its
past, present and future, parents, subsidiaries, affiliates,
divisions, successors, predecessors, and related companies, and
each of the aforementioned entities’ past, present, and
future shareholders, owners, investors, managers, principals,
committees, administrators, sponsors, executors, trustees,
partners, assigns, representatives, attorneys, directors, officers,
fiduciaries, employees and agents; and any employee benefit plans
maintained by Company, its past, present and future parents,
subsidiaries, affiliates, divisions, successors and predecessors
and the fiduciaries, consultants, agents and service providers of
each such plan (collectively, the “Released Parties”)
from and against all liability and damages related in any way to
Employee’s employment with, or termination from, Company or
any of its affiliates or to any acts or omissions relating to any
matter prior to and including the date Employee signs this
Agreement. This waiver and release includes, but is not limited to,
all claims and causes of action for discrimination (based on sex,
age or any other protected characteristic) and all claims and
causes of action under Title VII of the Civil Rights Act of 1964,
as amended; the Civil Rights Act of 1991; the Age Discrimination in
Employment Act of 1967, as amended; the Civil Rights Act of 1866;
the Texas Commission on Human Rights Act; the Americans with
Disabilities Act; the Older Workers Benefit Protection Act of 1990;
the Sarbanes-Oxley Act of 2002; the Fair Labor Standards Act; the
Employee Retirement Income Security Act of 1974, as amended; the
Worker Adjustment and Retraining Notification Act; the Family and
Medical Leave Act; the Texas Labor Code; all state and federal
statutes and regulations; all oral or written contract rights,
including any rights under any Company incentive plan or program;
and all rights under common or statutory law such as breach of
contract, declaratory judgment, tort or personal injury of any
sort.
(b) Employee understands that this
Agreement also precludes Employee from recovering any relief as a
result of any lawsuit, grievance or claims brought against the
Released Parties on Employee’s behalf provided that nothing
in this Agreement will affect Employee’s entitlement, if any,
to workers’ compensation or unemployment compensation.
Additionally, nothing in this Agreement restricts Employee in any
way from communications with, filing a charge or complaint with, or
full cooperation in the investigations of, any governmental agency
on matters within their jurisdictions or from cooperating with
Company or Company-sponsored plans in any internal investigation.
However, as stated above, this Agreement does prohibit
