Exhibit 10.26
RESIGNATION AND CONSULTING
AGREEMENT
AND GENERAL RELEASE OF
CLAIMS
1. Karen Rogge
(“Executive”) was employed by Extreme Networks, Inc.
(the “Company”) on or about April 2, 2007 pursuant
to a written employment agreement of March 13, 2007 (the
“Employment Agreement”). Executive has decided to
resign from her employment with the Company, and it is the
Company’s desire to secure Executive’s assistance in
the transition of her duties following her resignation, to provide
Executive with a payment that she would not otherwise be entitled
to receive upon her resignation, and to resolve any claims that
Executive has or may have against the Company. Accordingly,
Employee and the Company agree as set forth below. This Agreement
will become effective on the eighth day after it is signed by
Executive (the “Effective Date”), provided that
Executive has not revoked this Agreement (by email notice to
*** ) prior to that date.
2. Executive hereby resigns
voluntarily from (a) her employment with the Company, and
(b) any positions that she holds with the Company and any of
its subsidiaries, with all such resignations effective as of
July 20, 2009 (the “Resignation Date”). Executive
shall promptly execute and return to the Company any documents
reasonably necessary to effectuate her resignation from any such
positions, and her review and execution of those documents shall
not constitute consulting services under Paragraph 5 of this
Agreement.
3. Subject to Executive’s
execution of this Agreement (without revocation during the
seven-day revocation period described below) and her strict
compliance with the terms of this Agreement, the Company shall
provide Executive with a lump sum payment equal to six
months’ base salary at Executive’s final base salary
rate, less applicable withholding, on August 31,
2009.
4. Executive acknowledges that she
was paid all wages that Executive earned during her employment with
the Company. Executive understands and acknowledges that she shall
not be entitled to any payments or benefits from the Company other
than those expressly set forth in Paragraphs 3 and 5.
5. The parties agree that during the
six-month period following the Resignation Date, Executive shall,
upon reasonable notice from the Company, provide consulting
services to the Company as an independent contractor for up to 10
hours per week. Such services may include, but are not limited to,
assisting in the orderly transition of her duties and any other
reasonable services that may be requested by the Company’s
Chief Executive Officer, Chief Financial Officer, or General
Counsel. When and if requested by the Company, Executive shall be
paid the sum of $200 per hour for all hours of consulting services
that she actually provides to the Company. Any requests by the
Company for Executive’s consulting services pursuant to this
Paragraph shall be made by the Company’s Chief Executive
Officer, Chief Financial Officer, or General Counsel and no one
else.
6. Executive and her successors
release the Company and its parents, divisions, subsidiaries, and
affiliated entities, and each of their respective current and
former shareholders, investors, directors, officers, employees,
agents, attorneys, insurers, legal successors and assigns of and
from any and all claims, actions and causes of action, whether now
known or unknown, which Executive now has, or at any other time
had, or shall or may have against those released
1
parties based upon or arising out of any matter,
cause, fact, thing, act or omission whatsoever occurring or
existing at any time up to and including the date on which
Executive signs this Agreement, including, but not limited to, any
claims of breach of contract, wrongful termination, retaliation,
constructive discharge, fraud, defamation, infliction of emotional
distress, or national origin, race, age, sex, sexual orientation,
disability or other discrimination or harassment under the Civil
Rights Act of 1964, the Age Discrimination In Employment Act of
1967, the Americans with Disabilities Act, the Fair Employment and
Housing Act, or any other applicable law. This release of claims
will not apply to (a) any rights or claims that cannot be
released as a matter of law, including any statutory indemnity
rights; (b) Executive’s vested rights under the
Company’s equity and/or 401(k) plans; and
(c) Execut
