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GENERAL RELEASE AND SEPARATION AGREEMENT

Release Agreement

GENERAL RELEASE AND SEPARATION AGREEMENT | Document Parties: TESSERA TECHNOLOGIES INC | Tessera, Inc You are currently viewing:
This Release Agreement involves

TESSERA TECHNOLOGIES INC | Tessera, Inc

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Title: GENERAL RELEASE AND SEPARATION AGREEMENT
Governing Law: California     Date: 9/25/2008
Industry: Semiconductors     Sector: Technology

GENERAL RELEASE AND SEPARATION AGREEMENT, Parties: tessera technologies inc , tessera  inc
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Exhibit 99.1

GENERAL RELEASE AND SEPARATION AGREEMENT

This General Release and Separation Agreement (hereafter “Agreement”) is entered into between Mr. Charles A. Webster (the “Employee”) and Tessera, Inc. (the “Company”), effective eight days after the Employee’s signature (the “Effective Date”), unless he revokes his acceptance as provided in Paragraph 7(c), below.

WHEREAS, the Employee is Executive Vice President and Chief Financial Officer of the Company;

WHEREAS, Employee wishes to resign his employment effective as of September 19, 2008, and

WHEREAS, the Company and the Employee now wish to document the termination of their employment relationship and fully and finally to resolve all matters between them;

THEREFORE, in exchange for the good and valuable consideration set forth herein, the adequacy of which is specifically acknowledged, the Employee and the Company hereby agree as follows:

1. Termination of Employment . The Employees’ employment with the Company will terminate on September 19, 2008 (the “Termination Date”).

2. Payment of Wages . On the Termination Date, the Company shall pay the Employee all accrued wages through the Termination Date, including accrued, unused vacation and any other benefits owed to the Employee. The Employee shall submit all business expenses incurred by him no later than the Termination Date, in accordance with the Company’s travel and expense policies. The Company shall promptly reimburse the Employee for all reasonable and properly documented business expenses that are submitted by him in accordance with the Company’s policies and this Paragraph 2. Subject to Sections 3, 4 and 5 below and the terms of the Consulting Agreement (as defined below), Employee acknowledges and agrees that with his final check, and the expense reimbursements described above, Executive will have received all monies, bonuses, commissions, expense reimbursement, vacation pay, or other compensation he earned or was due during his employment by the Company.

3. Bonus for the Calendar Year Ending December 31, 2008. Within seven (7) business days of the Effective Date or the Termination Date, whichever is later, the Company shall pay the Employee a bonus for the calendar year ending December 31, 2008 of $174,000 (the “Bonus Payment”), less all applicable taxes and other authorized withholding.

4. Separation Benefit . Within seven (7) business days of the Effective Date or the Termination Date, whichever is later, the Company shall pay the Employee a severance payment of $217,500 (the “Severance Payment”), less all applicable taxes and other authorized withholding.

5. Health Benefits . The Company shall pay the employer contribution for medical, dental, and vision coverage for the Employee and covered dependents (if COBRA coverage is elected) for nine (9) calendar months after the Termination Date. The employee will then be responsible for paying the full cost of continuation coverage under COBRA for the employee and eligible dependents should the employee elect to continue. This coverage will cease on the date the Employee becomes employed by another employer offering substantial similar medical benefit coverage, and the Employee will promptly notify Tessera in writing of the occurrence of such an event.

 

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6. Consulting Agreement. As additional consideration, the Company agrees to enter into a Consulting Agreement with the Employee of even date herewith (the “Consulting Agreement”), which Consulting Agreement will have a duration of up to nine (9) calendar months after the Termination Date.

7. General Release of Claims by the Employee .

(a) In consideration of the benefits received under this agreement, The Employee, on behalf of himself and his executors, heirs, administrators, representatives and assigns, hereby agrees to release and forever discharge the Company and all predecessors, successors and their respective parent corporations, affiliates, related, and/or subsidiary entities, and all of their past and present investors, directors, shareholders, officers, general or limited partners, employees, attorneys, agents and representatives, and employee benefit plans in which the Employee is or has been a participant by virtue of his employment with the Company, from any and all claims, debts, demands, accounts, judgments, rights, causes of action, equitable relief, damages, costs, charges, complaints, obligations, promises, agreements, controversies, suits, expenses, compensation, responsibility and liability of every kind and character whatsoever (including attorneys’ fees and costs), whether in law or equity, known or unknown, asserted or unasserted, suspected or unsuspected (collectively, “Claims”), which the Employee has or may have had against such entities based on any events or circumstances arising or occurring on or prior to the date hereof or on or prior to the Termination Date, arising directly or indirectly out of, relating to, or in any other way involving in any manner whatsoever the Employee’s employment by the Company or the separation thereof, and any and all claims arising under federal, state, or local laws relating to employment, including without limitation claims of wrongful discharge, breach of express or implied contract, fraud, misrepresentation, defamation, or liability in tort, claims of any kind that may be brought in any court or administrative agency, any claims arising under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans with Disabilities Act, the Older Workers Benefit Protection Act, the Fair Labor Standards Act, the Employee Retirement Income Security Act, the Family and Medical Leave Act, the Worker Adjustment and Retraining Notification Act, the California Fair Employment and Housing Act, the California Family Rights Act, the California Labor Code and similar state or local statutes, ordinances, and regulations. Notwithstanding the generality of the foregoing, the Employee does not release the following claims and rights:

 

 

(i)

Claims for indemnity pursuant to California law (including but not limited to Cal. Labor Code section 2802) or the Company’s by-laws;

 

 

(ii)

The right to bring to the attention of the Equal Employment Opportunity Commission claims of discrimination, or any claim that the waiver of claims under the Age Discrimination in Employment Act of 1967 (“ADEA”) was not knowing or voluntary; provided, however, that the Employee does release his right to secure any damages for alleged discriminatory treatment; and

 

 

(iii)

Any other claims that cannot be released by private agreement.

 

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(b) THE EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN ADVISED OF AND IS FAMILIAR WITH THE PROVISIONS OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES AS FOLLOWS:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS


 
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