|
Exhibit
10.31
SEPARATION AGREEMENT AND
GENERAL RELEASE
You,
,
have voluntarily elected to accept, and Silicon Graphics, Inc.
(“SGI”) has agreed to pay you, a Severance Benefit.
This document will, upon your signature, constitute the Agreement
between you and SGI, including all subsidiaries on the terms of
your separation from employment with SGI. It is agreed that you and
SGI want to end the employment relationship amicably and finally
and to preclude any dispute between you and SGI arising from your
employment by SGI, your separation or any other matter.
Accordingly, it is understood and agreed
as follows:
1. Your last day of work was
(“Termination Date”). You separated from SGI and your
position as Vice President as of your Separation Date. On that
date, your on-site, email and voicemail access privileges ended.
You further agree to return all SGI confidential and/or proprietary
information in your possession, access card keys, identification
badges and all SGI property, including, but not limited to, files,
records, computer access codes, computer programs, instruction
manuals, business plans, and other property which you prepared or
helped to prepare in connection with your employment with SGI. You
understand and agree that as of the Separation Date, you received a
check for all unpaid wages and accrued, unused vacation due through
that date, less applicable payroll taxes and required withholdings.
You certify and agree that no additional wages and unused vacation
are due to you. You also will be reimbursed for any reasonable and
customary reimbursable business expenses, if any, incurred prior to
the Separation Date, as long as you submit evidence of such
expenses within sixty (60) days of the Separation Date.
Receipt of unpaid wages, unused vacation, earned bonus and
reimbursement for business expenses is not dependent upon you
signing this Agreement.
2. In order to assist you in making this
transition and in consideration of your adherence to the terms of
this Agreement, SGI agrees to the following terms if you execute
this Agreement:
a. You will be eligible for an amount
equivalent to twenty-six (26) weeks of base salary, calculated
as of your Separation Date, subject to required tax and other
withholdings. This amount will be paid to you in bi-weekly payments
on SGI established paydays and will continue regardless of whether
you find other employment. This amount will be paid out to you only
upon receipt of the executed Agreement within the time period, as
specified below in Paragraph 8, and upon the expiration of the
revocation period, as specified below in Paragraph 8.
b. You will continue to be eligible for
SGI-paid medical, dental and vision benefits through
,
at which time you will be eligible to elect continuation of your
health benefits through COBRA. If you elect continuation of your
health benefits through COBRA, SGI will make COBRA payments on your
behalf for a period of up to twenty-six (26) weeks following
the date of your election.
3. Other than the items set forth above
and unpaid reimbursement for business expense, you have no
expectation of, and shall make no other claims for payment or any
other compensation from SGI.
4. In consideration of SGI’s
agreement as stated above, you agree to release and discharge
unconditionally SGI and any successors, subsidiaries, affiliates,
related entities, and
1
their respective current and former
officers, directors, stockholders, employees, benefits plan
administrators and trustees, agents, attorneys, insurers,
representatives, affiliates, successors and assigns, from any and
all claims, actions, causes of action, demands, obligations or
damages of any kind arising from your employment with SGI and the
separation of that employment or otherwise, whether known or
unknown to you, which you ever had or now have upon or by reason of
any matter, cause or thing, up to and including the day on which
you sign this Agreement. The claims you are waiving include, but
are not limited to, all claims arising out of or related to any
stock options held by you or granted to you by SGI which are
scheduled to vest subsequent to your Separation Date; all claims
under Title VII of the Civil Rights Act of 1964, as amended; all
claim under the Age Discrimination in Employment Act of 1967; all
claims under the Worker Adjustment and Retraining Notification Act
(WARN) or similar state statutes; all claims under the Americans
with Disabilities Act; all claims under the Fair Labor Standards
Act; all claims under the National Labor Relations Act; all claims
under the Employee Retirement Income Security Act; all claims under
42 U.S.C. section 1981; and all claims under other analogous
federal, state and local laws, regulations, statutes and
ordinances; all claims under any principle of common law; all
claims concerning any right to reinstatement; and all claims for
any type of relief from SGI, whether federal, state or local,
whether statutory, regulatory or common law, and whether tort,
contract or otherwise. This release of claims does not affect any
pending claim for workers’ compensation benefits, any
unemployment claim, any claims based on your statutory right to be
indemnified under California Labor Code Section 2802, your vested
rights, if any, in SGI’s 401(k) plan, or your rights to
exercise any and all SGI stock options you hold that are
exercisable as of your Separation Date during the applicable period
of exercise and in accordance with all other terms of any plan or
agreement relating to those stock options, or any other claims that
cannot be waived or released under applicable laws.
5. Because you agree to release all
claims, known or unknown as set forth in Paragraph 4 above, it is
further understood and agreed that as part of the consideration and
inducement for the execution of this Agreement, you spec
|
