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