This Release Agreement involves
Title: SEPARATION AGREEMENT AND RELEASE
Industry: Software and Programming Sector: Technology
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between Nic Austin (“Employee”) and Accelrys Limited and its affiliates and associated companies, including Accelrys, Inc. (collectively “Company”). Employee and the Company are sometimes collectively referred to as the “Parties”.
|1)||Employee has been employed by the Company as its Vice President, Research and Development.|
|2)||In or about October, 2006, the Parties entered into an employment agreement (“U.S. Employment Agreement”), as amended in or about January, 2007 upon Employee’s relocation to Cambridge, England (“Amendment” and, collectively, the “Employment Agreement”).|
|3)||The employee’s employment is terminating effective June 30, 2008 (“Termination Date”), and the parties desire to set forth the terms of such termination;|
NOW THEREFORE, in consideration of the promises made herein, the Parties hereby agree as follows:
1. Transition Period . Employee is hereby resigning as the Company’s Vice President, Research and development, and from all other offices which he holds for the Company. Employee is also resigning as an employee of the Company with effect from the Termination Date. Between the date of this agreement and the Termination Date, Employee will continue to be employed by the Company, shall be entitled to all benefits, including his salary and benefits at the level at which he currently receives such benefits and will continue to engage in work for the company as requested by the Company. The Company will pay to the Employee within 14 days of the Termination Date all salary and benefits due to the Termination Date and will also pay to the Employee 12 days’ accrued but untaken vacation and the Employee’s expenses claim subject to the provisions of the Company’s Travel and Entertainment policy, excepting the time limit provisions. Except as set out in this section and Sections 2, 3 and 4 of this Agreement, Employee’s entitlement to all Company benefits shall cease on the Termination Date.
2. Company’s Obligations .
2.1 Besides the obligations on the Company set out elsewhere in this Agreement, on or about June 30, 2008, the Company shall pay Employee the amount of ninety four thousand (£94,000) British pounds, less applicable withholdings.
3. Bonus Payment . When and if bonus payments are made to the Company’s executives pursuant to the Company’s fiscal year 2008 Management Incentive Plan (the “Plan”), the Company shall tender to Employee a lump sum amount based upon the achievement against objectives as determined by the Company’s board of directors at the conclusion of the fiscal year to have been earned pursuant to the terms of the Plan. No bonus or other incentive payment shall be due Employee for the Company’s fiscal year 2009.
4. Full Satisfaction of Salary, Benefits and Vesting Obligations . Employee acknowledges and agrees that, subject to the Company complying with the terms set forth in Sections 1, 2, 3 and 4 hereof, the Company will have complied with its obligations under the Employment Agreement and will have paid all salary, wages, accrued vacation and any and all other benefits due to Employee. Employee further acknowledges and agrees that any options to purchase the Company’s stock, restricted stock units or other equity rights will cease vesting on the Termination Date. The Company confirms and Employee acknowledges and agrees that Employee may
exercise any stock options vested prior to the Termination Date during a period of ninety (90) days from the Termination Date, (with the exception of option number A001830 which may be exercised within thirty (30) days of the Termination Date) solely in accordance with the terms of the applicable stock option plans and grants and confirms that the circumstances of the Employee’s leaving the Company’s employment do not disqualify or prevent the vesting of the restricted stock due to vest prior to the Termination Date (in particular the restricted stock from those granted on 6/20/06 and 6/1/07) and do not disqualify the Employee from exercising his rights under the terms of the applicable stock and stock option plans and grants. Any sums due from Employee to the Company will be deducted from his final salary payment or, in the event the cut off date for administering salary and benefits has passed, the Payments referred to in Section 2 of this Agreement.
5. Release of Claims . Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company and its affiliates, associated companies, officers, managers, supervisors, agents and employees. Employee, on his own behalf, and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby fully and forever releases the Company and its officers, directors, employees, agents, investors, shareholders, administrators, affiliates, associated companies, divisions, subsidiaries, predecessor and successor corporations, and assigns (collectively the “Released Parties”) from any duty, obligation, cause of action or claims relating to any matters of any kind, whether known or unknown, suspected or unsuspected at the date of this Agreement or which may occur in the future arising from or relating to any omissions, acts or facts that have occurred up until and including the Termination Date, save for any failure to comply with any obligations under this agreement. Claims released hereunder include, without limitation (save for the limitation specified in this agreement and save for any further matters arising between the date of this agreement and the Termination Date), claims relating to Employee’s employment and the termination of employment; claims relating to the Employment Agreement, claims relating to, or arising from, wrongful or constructive termination/dismissal; claims relating to the right to purchase, or actual purchase or exercise of Company stock; claims relating to fraud, misrepresentation, breach of duty, securities claims; breach of contract, infliction of emotional distress, misrepresentation, unfair business practices, defamation, libel, slander, negligence, personal injury, discrimination and any other tortious conduct claims; claims for violation of any claims or rights of action under any law or statute, whether in England, Wales or the United States, including, but not limited to, Title VII of the Civil Rights Act of 1964, the Civil Rights Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee Retirement Income Security Act of 1974, The Worker Adjustment and Retraining Notification Act, the Older Workers Benefit Protection Act, the Family and Medical Leave Act, the California Family Rights Act, the California Fair Employment and Housing Act, the California Labor Code and the Protection from Harassment Act of 1997, claims for unfair dismissal, for a statutory or other type of redundancy payment, in relation to unauthorised deductions from wages, for unlawful detriment under the Employment Rights Act 1996, for working time or holiday pay under the Working Time Regulations 1998 or contractually, for equal pay, less favourable treatment or detriment, direct or indirect discrimination, harassment or victimisation on any unlawful ground, including, but not limited to, sex, marital or civil partnership status, race, colour, nationality, ethnic or national origin, disability, part-time or fixed-term status, sexual orientation, age, religion, religious or philosophical belief or non-belief, for making a protected disclosure (whistleblowing) under the Public Interest Disclosure Act 1998 and the Employment Rights Act 1996, in respect of the infringement of the statutory employment rights set out in the Trade Union and Labour Relations (Consolidation) Act 1992, for failure to comply with obligations under the Human Rights Act 1998, the Data Protection Act 1998 and the Protection from Harassment Act 1997, in relation to personal injuries of which the Employee is currently aware, and in relation to the right to be accompanied at disciplinary and grievance meetings. As a condition of providing the benefit set forth in Section 2.1, above, Company may require Employee to execute a further release in the form set forth in Sections 4-10 hereof.
6. Civil Code Section 1542 . Employee represents that he is not aw