Exhibit 10.100
SEPARATION AGREEMENT AND
FULL
AND FINAL RELEASE OF
CLAIMS
This Separation Agreement and
General Release (hereinafter referred to as
“Agreement”) is made and entered into by and between
Matthew Thompson (hereinafter referred to as
“Employee”), and Borland Software Corporation
(hereinafter referred to as “Company”).
WHEREAS, Employee has accepted
future employment with another employer and wishes to resign
employment with the Company on January 2, 2007 (“the
Termination Date”), at which time all employee compensation
and benefits shall cease, except provided herein;
WHEREAS, Employee and the Company
desire to settle fully and finally any and all claims of Employee
arising out of Employee’s employment with the Company and his
termination therefrom;
NOW, THEREFORE, in consideration of
the mutual covenants and promises herein contained and other good
and valuable consideration, receipt of which is hereby
acknowledged, and to avoid unnecessary litigation, it is hereby
agreed by and between the parties as follows:
1. SEPARATION PAYMENT
. As consideration for this Agreement, and conditioned on your
execution of this Agreement and returning it to the Company
promptly, the Company shall pay Employee a lump sum separation
payment equal to one hundred ninety-two thousand five hundred
dollars (US$192,500), less applicable taxes and other withholdings
as determined by Borland’s payroll department. Such severance
payment will be mailed to Employee at his address last known to the
Company, postmarked between the seventh and twelfth calendar day
following the date of Employee’s signature on this Agreement
or delivery of the Agreement to the Company by Employee, whichever
date is later.
2. NO OBLIGATION.
Employee acknowledges and agrees that, except for items specified
in paragraph 1 above, the Company and Release Parties have paid to
Employee on the Termination Date all compensation, including, but
not limited to, any and all wages, commissions, bonuses, and
accrued but unused vacation, that Employee earned during his
employment with Borland and/or any predecessor entity that employed
Employee until and including the Termination Date.
3. FULL AND FINAL RELEASE
. In exchange for the benefits under this Agreement to which
Employee is not otherwise entitled, Employee, for himself and
his
respective legal successors and
assigns, irrevocably and unconditionally releases, and forever
discharges and acquits Borland and its respective current and
former parent companies and predecessors and each of its and their
respective divisions, subsidiaries, shareholders, officers,
directors, current and former employees, insurers, attorneys,
accountants, agents, affiliates, legal successors and assigns (all
of whom are referred to throughout this Agreement as the
“Released Parties or Release Parties”), from any and
all charges, complaints, claims, causes of action, debts, demands,
sums of money, controversies, agreements, promises, damages and
liabilities of any kind or nature whatsoever, both at law and
equity, known or unknown, suspected or unsuspected, anticipated or
unanticipated (hereinafter referred to as “claim” or
“claims” and as further defined below), arising from
conduct occurring on or before the date of this Agreement,
including without limitation any claims incidental to or arising
out of Employee’s employment with the Company or the
termination thereof. It is expressly understood by Employee that
among the various rights and claims being waived in this release
are those arising under Title VII of the Civil Rights Act of 1964,
the Fair Labor Standards Act, the Equal Pay Act of 1963, the
Americans With Disabilities Act, the Civil Rights Act of 1866, the
Family and Medical Leave Act, claims of age discrimination under
the Age Discrimination in Employment Act, Indiana Civil Rights
Codes, or any other federal, state or local law or regulation..
This provision is intended by the parties to be all encompassing
and to act as a full and total release of any claim, whether
specifically enumerated herein or not, that Employee might have or
has had, that exists or ever has existed on or to the date of this
Agreement.
4. CLAIMS . The
parties understand the word “claim” or
“claims” to include without limitation all actions,
claims and grievances, whether actual or potential, known or
unknown, related, incidental to or arising out of Employee’s
employment with the Company and the termination thereof. All such
claims, including related attorneys’ fees and costs, are
forever barred by this Agreement and without regard to whether
those claims are based on any alleged breach of a duty arising in
contract or tort; any alleged unlawful act, any other claim or
cause of action; and regardless of the forum in which it might be
brought.
5. NO OTHER CLAIMS.
Employee represents that he will not file (or ask or allow anyone
to file on his behalf), any charge, complaint, claim or lawsuit of
any kind in connection with any claim released by this Agreement.
This provision shall not apply, however, to any non-waivable
charges or claims brought before any governmental agency. With
respect to any such non-waivable claims, Employee agrees to waive
his right (if any) to any monetary or other recovery should any
governmental agency or other third party pursue any claims on
Employee’s behalf, either individually, or as part of any
collective action.
2.
6. PROP
