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EXHIBIT 10.1
SEPARATION AND TRANSITION AGREEMENT AND RELEASE
The parties to this Separation Agreement and Release (Agreement)
are Pixelworks,
Inc. (Employer), and Richard Tobias (Employee).
RECITALS
A.
Employer
is terminating employment with Employee; and
B.
Employee
elects to receive severance pay and related benefits under
this Agreement under the terms and conditions set forth below.
AGREEMENT
Therefore, in consideration of the mutual promises set forth below,
the parties
agree as follows:
1.
EMPLOYMENT TERMINATION. Employee's last day of employment with
Employer
shall be
December 4, 2006 ("Termination Date").
2.
PAYMENT.
Wages. Employee has received all accrued wages owing through
the
date
hereof. On the Termination Date, Pixelworks shall pay Employee
all
accrued
wages and Paid Time Off accrued through the Termination Date.
Severance. In consideration of the releases contained herein,
Employee
shall receive twenty eight (28) weeks base salary, payable no
later than
the standard Company pays period next after January 1, 2007.
Employer
shall withhold taxes from this severance pay in accordance with
all
federal, state and local laws.
Transition. In consideration of the transition commitments
contained
in
paragraph 9 hereof, and contingent upon the full performance of
those
commitments and all other commitments contained herein, Employee
shall
receive an
additional twenty four (24) weeks base salary, payable no later
than the
standard Company pay period next after March 4, 2007 (the
"Transition End Date," and the period between the Termination Date
and the
Transition
End Date being the "Transition Period.")
3.
STOCK/OPTIONS. Upon termination date, Pixelworks shall deliver to
Employee
a Closing
Statement of stock options. Employee may exercise options as
defined in
the Closing Statement. Employee acknowledges that any dollars
voluntarily deducted for the Pixelworks Employee Stock Purchase
Plan
during the
current six-month period will be reimbursed to Employee with
final pay
on date of termination.
4.
EMPLOYEE BENEFIT PLANS. Employee shall be entitled to Employee's
rights
under
Employer's benefit plans as such plans, by their provisions,
apply
upon
Employee's termination. Employee's coverage under Employer's
health
insurance plan
ends on January 1, 2006. If eligible, and if properly
elected,
Employee may continue health insurance benefits as provided
under
federal
COBRA regulations. If Employee properly elects COBRA
continuation,
Employer
shall make a contribution in the amount equal to the employer
portion of
premium costs for six (6) months, which shall be deducted from
the first
twelve payments to be made by the Employee. Except for
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this
payment as provided in this paragraph, Employee shall be
responsible
for all
payments under COBRA for continuation of health insurance
benefits.
5. GENERAL
RELEASE: In consideration of the benefits provided in this
Agreement,
Employee releases Employer, its directors, officers,
shareholders, agents, employees, attorneys, insurers, related
corporations, successors and assigns, from any and all liability,
damages,
or causes
of action, whether known or unknown, whether in tort, contract,
or under
state or federal statute. Employee understands and acknowledges
that this
release includes, but is not limited to any claim for
reinstatement, re-employment, attorney fees or additional
compensation in
any form,
and any claim, including but not limited to those arising under
the
Rehabilitation Act of 1973, Title VII of the Civil Rights Act of
1964,
the Civil
Rights Act of 1991, the Post Civil War Civil Rights Act (42
U.S.C.
1981-88), the Equal Pay Act the Americans with Disabilities
Act,
the
Vietnam Era Veterans Readjustment Assistance Act, the Fair
Labor
Standards
Act, the Family Medical Leave Act of 1993, the Uniformed
Services
Employment and Re-employment Rights Act, the Consolidated
Omnibus
Budget
Reconciliation Act of 1985 (COBRA), the Employee Retirement
Income
Security
Act of 1975 (ERISA), Executive Order 11246, as amended, and the
civil
rights, employment, and labor laws of any state and any
regulation
under such
authorities relating to Employee's employment or association
with
Employer or the termination of that employment and association.
Notwithstanding that this Agreement is to be interpreted under the
laws of
the State
of Oregon, Employee waives any limitation on this release under
California
Civil Code Section 1542, and any other state statute, which
provides
that a general release does not extend to claims which a person
does not
know or suspect to exist in his/her favor at the time of
executing
the release which, if known, must have materially affected
his/h
