Exhibit 10.6
MAGMA DESIGN
AUTOMATION
SEPARATION AGREEMENT AND MUTUAL
RELEASE
This Separation
Agreement and Mutual Release (“Agreement”) is made as
of the 13 th day of February, 2009 by and
between Magma Design Automation, Inc. (the “Company”)
and David Stanley (“Employee”). The Parties desire to
enter into this Agreement for the purpose of reaching an amicable
separation of their employment relationship and to promote
harmonious relations in the future.
NOW THEREFORE
, in consideration of the mutual
promises made herein, the Company and Employee (each individually,
a “Party” and collectively referred to as “the
Parties”) hereby agree as follows:
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1)
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Separation
Date . Employee’s
last day worked at Magma will be 2/4/2009 (“the Separation
Date”).
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2)
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Termination
Date . Employee’s
employment at Magma ends on 2/13/2009 (“the Termination
Date”). All Company records will indicate that
Employee’s employment terminated as a result of a layoff. The
Company will not contest an application for unemployment benefits
filed by the Employee. Employee will be provided with a copy of the
complete contents of his Personnel File.
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3)
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Mutual
Release of Claims and Consideration . In consideration of Employee’s receipt
of the “Release Proceeds” described below, the Employee
hereby releases, waives and forever discharges the Company from all
asserted and unasserted claims relating directly or indirectly to
his employment relationship with the Company. This Agreement also
releases the Company’s subsidiaries, successors, assigns,
officers, directors, shareholders, employees, servants, and agents
from all such claims. The Employee understands and agrees that this
Agreement will release the Company from all claims arising under
any form of law, including, but not limited to, claims arising
under any state or federal statute, constitutional provision,
common law, executive order, or agency regulation up to the
Effective Date of this Agreement as defined in Paragraph
10(b).
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a. Additionally, the Employee
understands and agrees that this Agreement will release the Company
from all claims arising under any federal, state or local law which
prohibits employment discrimination on the basis of age, sex, race,
color, national origin, religion, disability, veteran status, or
any other such specially protected class. Such claims include, but
are not limited to, claims arising under the Age Discrimination in
Employment Act, Title VII of the Civil Rights Act of 1964, the
Americans with Disabilities Act, and the California Fair Employment
and Housing Act. The Employee also understands and agrees that this
Agreement will release the Company from all tort claims and all
contract claims, including, but not limited to, claims for
defamation, invasion of privacy, fraud, emotional distress,
personal injury, wrongful discharge, breach of contract, breach of
implied employment contract, and claims based on any covenant of
good faith and fair dealing. The Employee understands and agrees
that this Agreement releases the Company from any obligation to pay
the Employee any other form of severance pay other than as provided
in this Agreement. Finally, the Employee understands and agrees
that this Agreement releases the Company from all other claims that
directly or indirectly relate to the Employee’s employment
relationship with the Company. Employee does not release his rights
under his Indemnification Agreement with the Company dated
December 23, 2008, or under any of the Company’s Stock
Option Agreement and Plans in which he has vested benefits, nor
does Employee release any claims that cannot be released in a
private settlement agreement. Employee reserves his right to
enforce this Agreement.
b. The Company, in return for
Employee signing this Agreement, hereby mutually releases, acquits
and forever discharges Employee from all actions, cause of action,
liabilities, disputes, judgments, obligations, damages and claims
in any manner relating to Employee’s employment and
termination from employment with the Company. The Company reserves
its right to enforce this Agreement.
Page 1 of 4
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4)
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Release
Proceeds and Other Separation Benefits . In consideration for Employee’s release
of claims, the Company agrees to pay the Employee a lump sum amount
of $300,000.00 (hereinafter “Release Proceeds”) within
eight (8) days of the Effective Date of this Agreement. In
addition, the Company agrees to pay for twelve (12) months of
COBRA coverage from March 1, 2009 through February 28,
2010. The Employee will receive a lump sum payment grossed up for
taxes in the amount of $20,024.76 to cover the costs of COBRA
coverage for twelve (12) months. The Company will provide
Employee with outplacement services. Payment under this Paragraph 4
shall be made after compliance with Paragraph 5 but in no event
less than eight (8) days after execution of this Agreement by
Employee. Employee will be able to convert his group life insurance
and long term disability coverage to an individual policy upon
termination.
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5)
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Return of
Company Property . Within
three (3) business days of the Termination Date (the
“Return Date”), Employee agrees to return all Company
property remaining in his or her possession or under his or her
control to the Company, including, but not limited to, credit
cards, computers, external hard drives and hardware, cell phones,
printers, fax machines, calculators, software, source code, data
and documents. The Company will not pay the Release Proceeds to the
Employee until all Company equipment has been returned. Employee
also agrees to promptly return any subsequently discovered property
in his possession after the Return Date.
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6)
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Taxes . For tax purposes, the Release Proceeds are
deemed to be a settlement for lost compensation. As a result, the
Company is required to and will make appropriate federal and state
tax withholdings from the Release Proceeds. The Company will also
make any other payroll deductions that Employee has authorized in
writing.
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7)
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Compensation
and/or Benefits through Termination Date . The Company will pay to Employee his base
salary through the Termination date of 2/13/2009 as well as all
accrued Vacation benefits and Employee Stock Purchase Plan
contributions. The Company will also pay f
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