Confidential Treatment Requested
Omitted Portions Marked with [ * ] and Filed
Separately with the SEC
Exhibit 10.30
SEPARATION AGREEMENT AND GENERAL
RELEASE OF CLAIMS
Altera Corporation (“ALTERA”) and
Erik Cleage (“EMPLOYEE”) desire to enter into an
agreement providing economic assistance to EMPLOYEE in connection
with the termination of his employment and covering other matters
relating to the cessation of EMPLOYEE’s employment with
ALTERA.
Accordingly, for and in consideration of the
commitments set forth herein, EMPLOYEE and ALTERA agree as
follows:
1. Elimination of Position . As a result
of a reorganization of the marketing functions at ALTERA,
EMPLOYEE’s position as Senior Vice President of Marketing is
being eliminated. ALTERA agrees to grant EMPLOYEE’s request
for a family care leave of absence under the Family and Medical
Leave Act beginning November 12, 2004 (“FMLA Leave”).
The FMLA Leave will be unpaid and shall end on February 4, 2005. On
February 7, 2005 EMPLOYEE will return to work as a part-time
employee (working less than 20 hours per week) to work on specified
projects for the three-month period ending May 6, 2005
(“Part-Time Period”). Per company policy, EMPLOYEE
shall receive reduced employment benefits during the Part-Time
Period, including, but not limited to, elimination of health
coverage, cessation of ESPP participation, cessation of stock
option vesting, and pro-rated vacation accrual. EMPLOYEE’s
employment with ALTERA shall cease effective the close of business
on May 6, 2005 (“Termination Date”). EMPLOYEE shall not
be considered an employee of ALTERA after the Termination Date for
any purpose. EMPLOYEE shall have thirty (30) calendar days from the
Termination Date to exercise any vested options, unless the
thirtieth day falls on a weekend or holiday, in which case EMPLOYEE
shall have until the preceding open market day to exercise any
vested shares. Thus, EMPLOYEE will have until the close of market
on Friday, June 3, 2005 to exercise any vested options. On the
Termination Date, EMPLOYEE agrees to execute a full release of
claims identical to the release set forth in paragraphs 4 and 5
herein, a copy of which is attached hereto as Exhibit A.
2. Benefits . Subject to the terms of
this Agreement, ALTERA agrees to provide EMPLOYEE with the
following benefits.
(a) EMPLOYEE shall receive a total of $50,000
for his work during the Part-Time Period, less applicable taxes in
accordance with ALTERA’s payroll practices, which will be
divided into equal installments on each of ALTERA’s regular
paydays during the Part-Time Period. Following the Termination
Date, ALTERA shall continue EMPLOYEE’s present rate of pay of
$400,000 per year for a period of one (1) year, less applicable
taxes in accordance with ALTERA’s payroll practices
(“Severance”). The Severance payments shall be made on
each of ALTERA’s regular paydays, beginning on the first
payday following the Termination Date. Should EMPLOYEE become an
employee, officer, or director of or become a consultant to any of
the following competitors of ALTERA prior to May 12, 2005, he shall
forfeit any remaining Severance payments and all other benefits
under this Agreement:
[ * ]
(b) EMPLOYEE shall receive his annual executive
bonus for fiscal year 2004, computed in accordance with
ALTERA’s standard practice and calculated using 100% of
performance to objectives, in February 2005 (or whatever date other
eligible employees receive their bonuses). EMPLOYEE shall not be
entitled to any bonus for fiscal year 2005; and
Confidential Treatment Requested
Omitted Portions Marked with [ * ] and Filed
Separately with the SEC
(c) ALTERA agrees to pay for EMPLOYEE’s
share of COBRA payments (medical, dental, vision and EAP) for three
(3) months beginning on February 5, 2005, provided, however, that
if EMPLOYEE becomes eligible for medical insurance coverage from a
new employer, ALTERA’s COBRA payments on behalf of EMPLOYEE
shall cease. In order to obtain the benefit of ALTERA’s
payment of COBRA premiums, EMPLOYEE must first advise
ALTERA’s COBRA administrator, SHP, Inc., that he wishes to
sign up for COBRA. Contact information for SHP is included in the
Benefits information packet that will be provided to EMPLOYEE.
EMPLOYEE agrees to advise ALTERA immediately should he obtain new
employment within the three-month period encompassing the COBRA
payments.
3. Consideration . EMPLOYEE acknowledges
that, prior to execution of this Agreement, he was not entitled to
receive the benefits and monies paid under Paragraph 2 hereof, and
that payments made under this Agreement constitute valid
consideration for the release of claims hereunder.
4. Release .
(a) EMPLOYEE, his representatives, heirs,
successors, and assigns, do hereby completely release and forever
discharge ALTERA, its affiliate and subsidiary corporations, and
their shareholders, officers, directors, agents, employees,
attorneys, successors, and assigns (referred to hereinafter
collectively as “COMPANY”) from all claims, rights,
demands, actions, obligations, liabilities, and causes of action of
any and every kind, nature, and character whatsoever, known or
unknown, which EMPLOYEE may now have or has ever had against the
COMPANY including, without limitation, those arising from or in any
way connected with the employment of EMPLOYEE by ALTERA or
termination thereof, whether based on tort, contract or any
federal, state or local law, statute or regulation, including
without limitation any claims EMPLOYEE may have under the federal
Age Discrimination Act (29 U.S.C. § 621, et seq.), Title VII
of the Civil Rights Act of 1964 (42 U.S.C. § 2000e et
seq. ), or the California Fair Employment and Housing Act
(Gov’t Code § 12900 et seq. ).
(b) EMPLOYEE further agrees that he will not
file, nor cause to be filed, in any court or with any governmental
agency, any action, claim, or charge against the COMPANY arising
from or in any way connected with EMPLOYEE’s employment with
ALTERA, including without limitation, the termination
thereof.
5. Acknowledgement of Waiver of Claims under
ADEA . EMPLOYEE acknowledges that he is waiving and releasing
any rights he may have under the Age Discrimination in Employment
Act of 1967 (“ADEA”) and that this waiver and release
is knowing and voluntary. EMPLOYEE acknowledges that the
consideration given for this waiver and release Agreement is in
addition to anything of value to which EMPLOYEE was already
entitled prior to his execution of this Agreement. EMPLO
