Exhibit 10.2
[ Execution Copy
]
CONFIDENTIAL SEPARATION AGREEMENT AND GENERAL
RELEASE
THIS CONFIDENTIAL SEPARATION
AGREEMENT AND GENERAL RELEASE (the “Agreement”) is
made and entered into this 31 st day of August,
2007 (the “Agreement Date”), between Umesh Padval (the
“Employee”) and LSI Corporation (together with its
predecessors and its successors and assigns, the
“Company”).
W I T
N E S S E T H:
WHEREAS , the Employee is
currently employed by the Company;
WHEREAS , the Company and the
Employee (the “Parties”) desire to set forth the terms
on which the Employee is leaving his employment with the Company;
and
WHEREAS , the Parties have
negotiated and agreed to a final confidential settlement of their
respective rights, obligations and liabilities;
NOW THEREFORE , in
consideration of the promises and covenants contained in this
Agreement, the Parties agree as follows:
1.
Resignation . The Employee acknowledges and
agrees that, effective as of August 31, 2007 (the
“Status Change Date”), the Employee hereby resigns all
of his positions with the Company (including, but not limited to,
his status as an Executive Vice President of the Company), and any
other positions (including directorships) with other entities that
are affiliated with the Company, other than his position as a
Technical Consultant, as described in Section 2 below. The
Employee agrees to execute any documents that may be necessary or
appropriate to effect or to memorialize any resignations from the
Company or its affiliates contemplated by this Agreement, including
the letter of resignation in the form attached hereto as
Annex A concurrent herewith. Until the Status Change
Date, the Employee shall continue to devote his skills and
abilities to the Company on a full time regular basis.
Notwithstanding any of the terms of this Agreement, the Employee
remains an “at will” employee for all purposes.
2. Change In
Status . From and after the Status Change Date, all
compensation and benefits shall cease, except for those
specifically listed in this Section 2. The Employee’s
position with the Company, including all compensation and
eligibility for benefits (other than post-termination benefits
specifically described herein), shall terminate on March 31,
2008 (the “Termination Date”).
2.1 Position
. The Employee will remain an employee of the Company until
such time as his employment terminates on the Termination Date. The
Employee’s job title, as of the Status Change Date, will be
“Technical Consultant.” In this position, the Employee
will be required to provide technical consulting to the Company on
an as-needed basis. The Employee’s position as Technical
Consultant, and any other position with the Company, will terminate
as of the Termination Date. During the Employee’s tenure as a
Technical Consultant from the Status Change Date until the
Termination Date, the Employee shall be paid monthly salary of
$15,000.00, paid every two weeks, less any and all statutory
withholding and deductions as may be required by law or as
authorized by the Employee (the gross amount being the
“Continuation Salary”).
2.2 Separation Bonus;
Vacation Payment . Within thirty (30) days of
the Status Change Date, the Company agrees to pay the Employee
(a) a separation bonus in an amount equal to $250,000.00, and
(b) all accrued and unused vacation through the Status Change
Date less any and all statutory withholding and deductions as may
be required by law or as authorized by the Employee.
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2.3 Stock
Rights . The Employee will not be eligible to
receive any further stock option or restricted stock unit grants
after the Status Change Date. However, existing stock option and
restricted stock unit grants will continue to vest, until the
Termination Date, as described in Section 3, below.
2.4 Benefit
Plans . The Employee and the Employee’s
dependents shall continue to be covered by the Company’s
group benefit plans (e.g., medical, dental, vision care, and life
insurance), at the Company’s expense, except for the
employee-paid portion of such premiums, until the last day of the
month in which the Termination Date falls, to the same extent the
Employee and the Employee’s dependents were covered by said
plans as of the Agreement Date. If the Employee desires to continue
coverage, pursuant to COBRA, after the Termination Date, the
Employee may do so at the Employee’s own expense. The
Employee understands and agrees that he must complete a COBRA
application in order to receive the extension of health benefits
beyond the Termination Date.
2.5 Incentive Bonus
Plans and Other Benefits . The Employee will no
longer be eligible to participate in any bonus program after the
Status Change Date. The Employee will not be entitled to any other
compensation or benefits after the Status Change Date, other than
what is specifically set forth in this Section 2. The
Employee’s car allowance, if any, and vacation accrual will
be terminated effective as of the Status Change Date.
3. Outstanding
Stock Rights . The Employee acknowledges that he
holds the stock options and restricted stock units (the
“Stock Rights”) set forth on Annex B
attached hereto and incorporated herein by this reference. The
Employee acknowledges and agrees that he has no other options,
stock units, or other rights received from the Company to purchase
any stock or securities of the Company or any affiliate thereof
(collectively, the “Issuers”). The Employee’s
outstanding Stock Rights will continue to vest through the
Termination Date. Any vested stock options must be exercised within
90 days of the Termination Date. The Employee understands and
agrees that all Stock Rights which have not vested on or before the
Termination Date will expire on the Termination Date, and vested
stock options not exercised within 90 days of the Termination
Date will expire on the 91st day following the Termination Date.
The Employee acknowledges and agrees that he does not enter into
this Agreement on the basis of or in reliance in any way on any
representation or assurance of any Issuer or any officer, director,
employee or agent of any Issuer regarding the current or future
value of his Stock Rights or of any stock or securities of any
Issuer.
4. Outplacement
Services . The Employee shall have the option to use the
outplacement services provided by Lee Hecht Harrison (or similar
provider), at the Company’s expense, for a period of six
(6) months, at a cost to the Company not to exceed $10,000,
provided that the Employee initiates the use of such services
within ninety (90) days of the Termination Date.
5. Release
.
(a) The Employee, for himself,
and his heirs, executors, administrators, assigns, successors,
agents, and representatives, hereby irrevocably and unconditionally
releases and forever discharges the Company, and each and all of
its heirs, executors, administrators, successors, assigns,
predecessors, owners, shareholders, agents, representatives,
employees, consultants, insurers, officers, directors, attorneys,
affiliates, partners, and corporate parents, subsidiaries, and
divisions (referred to herein collectively as the “Related
Entities”) from any and all liabilities, claims, demands,
contracts, debts, obligations and causes of action of every nature,
character and description, past, present, and future, known or
unknown, vested or contingent, ascertained or unascertained,
suspected or unsuspected, existing or claimed to exist, in law,
admiralty, or equity, under any theory of the law, whether common,
constitutional, statutory, or otherwise, in any jurisdiction,
foreign or domestic, which the Employee now owns or holds, or has
at any time heretofore owned or held, by reason of any matter,
cause or thing occurred, done, omitted or suffered to be done from
the beginning of the world to the day of the Agreement Date,
including, without limitation, (i) the Employee’s
employment relationship with the Company (or any Related
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Entity),
including employment through the Termination Date; and
(ii) the termination of the Employee’s employment with
the Company (or any Related Entity), including the Employee’s
resignation as a vice president of the Company.
(b) The Employee acknowledges
that the release contained in this Agreement includes, but is not
limited to, a release of all claims the Employee may have under all
state, federal and local laws pertaining to discrimination,
harassment, the California or other applicable state Labor Code,
family and medical leave laws, wage and hour laws, disability laws,
civil rights laws, as well as laws pertaining to claims of or for
emotional distress, defamation, breach of contract, breach of the
covenant of good faith and fair dealing, as well as equal pay laws
and laws pertaining to wrongful discharge, including, without
limitation, the Equal Pay Act, the Occupational Safety and Health
Act, Title VII of the Civil Rights Act of 1964,
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