EMPLOYMENT SEPARATION AND
MUTUAL GENERAL RELEASES AGREEMENT
This Employment
Separation and Mutual General Releases Agreement (this “
Separation Agreement ”) is entered into this 14
th day of July 2008, by and between Denis
Maynard, an individual (“Departing Employee”), and
QLogic Corporation (“QLogic”).
WHEREAS ,
Departing Employee has been employed as the Senior Vice-President,
World-Wide Sales of QLogic and has resigned from such employment;
and
WHEREAS ,
Departing Employee and QLogic desire to set forth the terms and
conditions of such resignation and separation from
employment;
NOW,
THEREFORE , in consideration of the covenants undertaken and
the releases contained in this Separation Agreement, Departing
Employee and QLogic agree as follows:
I.
Resignation . Departing Employee hereby acknowledges
and agrees that he resigned as an officer, employee, and in any
other capacity with QLogic and each of its subsidiaries and
affiliates, effective as of July 18, 2008 (the
“Separation Date”). QLogic and its affiliates hereby
accept such resignation. Departing Employee acknowledges and agrees
that he has received all amounts owed for his regular and usual
salary (including, but not limited to, any severance, overtime,
bonus, commissions, or other wages), usual benefits and accrued but
unused vacation through the Separation Date and that all payments
due to Departing Employee from QLogic after the Separation Date
shall be determined under this Separation Agreement.
II.
Severance . If Departing Employee fully executes this
Agreement and does not revoke it during the revocation period,
QLogic shall pay to Departing Employee as severance a lump sum of
$172,536.00, less standard withholding and authorized deductions
(the “Transition Severance ”). In addition, if
Departing Employee fully executes this Agreement and does not
revoke it during the revocation period, QLogic shall pay to
Departing Employee as additional severance a lump sum of
$129,402.00 (the “Special Severance,” and together with
the Transition Severance, the “Severance”). The
Severance shall be paid to Departing Employee within seven (7)
business days following the expiration of the revocation period set
forth in Section VI below. Departing Employee will receive
Company-paid medical benefits for him and his dependents through
the earlier of (i) July 31, 2009 and (ii) the date
you become eligible to receive benefits under another
employer’s employee welfare benefit plan, that includes
medical coverage (with the Company paying all premium amounts for
such coverage directly to the insurer). The period of Company-paid
medical benefits shall be part of the 18 months of continued
coverage available to Departing Employee under Section 601 et.
seq. of the Employee Retirement Income Security Act of 1974, as
amended (commonly called “COBRA coverage”).
Following the expiration of the Company-paid coverage, Departing
Employee may continue COBRA coverage for the remainder of the
18-month period at his expense. The Company shall deliver to
Departing Employee on the Separation Date the laptop
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computer, two
monitors and printer used by Departing Employee at no charge to
Departing Employee; provided that such laptop computer will not
contain software or other data. The Company will pay the reasonable
costs of an executive physical under the Company’s executive
physical program provided that Departing Employee completes the
physical within 60 days after the Separation Date.
III.
Non-Disparagement . Until the first anniversary of
the date of this Separation Agreement, Departing Employee agrees
that he shall not (1) directly or indirectly, make or ratify
any statement, public or private, oral or written, to any person
that disparages, either professionally or personally, QLogic or any
of its affiliates, past and present, and each of them, as well as
its and their trustees, directors, officers, members, managers,
partners, agents, attorneys, insurers, employees, stockholders,
representatives, assigns, and successors, past and present, and
each of them, or (2) make any statement or engage in any
conduct that has the purpose or effect of disrupting the business
of QLogic or any of its affiliates. Until the first anniversary of
the date of this Separation Agreement, QLogic, and its officers and
directors, shall not, directly or indirectly, make or ratify any
statement, public or private, oral or written, to any person that
disparages, either professionally or personally, Departing
Employee. Nothing in the preceding two sentences, however, shall in
any way prohibit Departing Employee or QLogic from disclosing such
information as may be required by law, or by judicial or
administrative process or order or the rules of any securities
exchange or similar self-regulatory organization applicable to such
person.
IV.
Release . Departing Employee on behalf of
himself/herself, his/her descendants, dependents, heirs, executors,
administrators, assigns, and successors, and each of them, hereby
covenants not to sue and fully releases and discharges QLogic and
each of its parents, subsidiaries and affiliates, past and present,
as well as its and their trustees, directors, officers, members,
managers, partners, agents, attorneys, insurers, employees,
stockholders, representatives, assigns, and successors, past and
present, and each of them, hereinafter together and collectively
referred to as the “Releasees,” with respect to and
from any and all claims, wages, demands, rights, liens, agreements,
contracts, covenants, actions, suits, causes of action,
obligations, debts, costs, expenses, attorneys’ fees,
damages, judgments, orders and liabilities of whatever kind or
nature in law, equity or otherwise, whether now known or unknown,
suspected or unsuspected, and whether or not concealed or hidden,
which he/she now owns or holds or he/she has at any time heretofore
owned or held or may in the future hold as against any of said
Releasees, arising out of or in any way connected with his/her
service as an officer or employee of any Releasee, his/her
separation from his/her position as an officer or employee of any
Releasee, or any other transactions, occurrences, acts or omissions
or any loss, damage or injury whatever, known or unknown, suspected
or unsuspected, resulting from any act or omission by or on the
part of said Releasees, or any of them, committed or omitted prior
to the date of this Separation Agreement including, without
limiting the generality of the foregoing, any claim under Title VII
of the Civil Rights Act of 1964, the Americans with Disabilities
Act, the Age Discrimination in Employment Act, the Family and
Medical Leave Act of 1993, the California Fair Employment and
Housing Act, the California Family Rights Act, or any claim for
severance pay, bonus, sick leave, holiday pay, vacation pay, life
insurance, health or medical insurance or any other fringe benefit,
workers’
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compensation or
disability; provided that such release (i) shall not
apply to any obligation created by or arising out of this
Separation Agreement for which receipt or satisfaction has not been
acknowledged; (ii) shall not apply to that certain
Indemnification Agreement, dated April 7, 2006, between QLogic
and Departing Employee (the “Indemnification
Agreement”), which agreement shall continue in full force and
effect in accordance with its terms; (iii) shall not restrict
Departing Employee from exercising during the 90 day period
after the Separation Date any stock options or exercising rights
with respect to restricted stock units or other equity awards that
were vested as of the Separation Date, all in accordance with the
plan documents governing such awards; and (iv) shall not
impair Departing Employee’s rights in the Company sponsored
401(k) plan, including any rights to matching contributions that
are vested as of the Separation Date, all in accordance with the
plan documents governing such plan.
QLogic on
behalf of itself, and its subsidiaries and affiliates, past and
present, as well as its and their trustees, directors, officers,
members, managers, partners, agents, attorneys, insurers,
employees, stockholders, representatives, assigns, and successors,
past and present, and each of them, hereby covenants not to sue and
fully releases and discharges Departing Employee and each of
his/her descendants, dependents, heirs, executors, administrators,
assigns, and successors, past and present, and each of them,
hereinafter together and collectively referred to as the
“Departing Employee Releasees,” with respect to and
from any and all claims, wages, demands, rights, liens, agreements,
contracts, covenants, actions, suits, causes of action,
obligations, debts, costs, expenses, attorneys’ fees,
damages, judgments, orders and liabilities of whatever kind or
nature in law, equity or otherwise, whether now known or unknown,
suspected or unsuspected, and whether or not concealed or hidden,
which it now owns or holds or it has at any time heretofore owned
or held or may in the future hold as against any of said Departing
Employee Releasees, arising out of or in any way connected with
Departing Employee service as an officer or employee of QLogic,
his/her separation from his/her position as an officer or employee
of QLogic, or any other transactions, occurrences, acts or
omissions or any loss, damage or injury whatever, known or unknown,
suspected or unsuspected, resulting from any act or omission by or
on the part of said Departing Employee Releasees, or any of them,
committed or omitted prior to the date of this Separation Agreement
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