Exhibit 10.2
SEPARATION AND GENERAL RELEASE AGREEMENT
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This
Separation and General Release Agreement (this "Agreement") is
entered into by and between John E. Denzel ("Executive" ) and
Ultratech, Inc., a
Delaware corporation (the "Company" ).
W I T N E S S E T H:
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WHEREAS, the Executive is currently employed by the Company
pursuant to
an Amended and Restated Employment Agreement, dated November 2,
2006 (the
"Employment Agreement"); and
WHEREAS, on October 5, 2006, Executive resigned from his position
as
President and Chief Operating Officer;
WHEREAS, the Company and Executive agree that, subject to
Executive
entering into this Agreement, Executive is entitled to receive the
severance
benefits provided for under Section 6.2 of the Employment
Agreement;
WHEREAS, any capitalized terms that are not defined herein shall
have the
meaning set forth in the Employment Agreement.
NOW,
THEREFORE, in consideration of the mutual promises and
covenants
contained herein, the Company and the Executive agree as
follows:
1.
Effective Date: This Agreement shall become effective on the
eighth
day after Executive delivers to the Company a fully-executed
version of this
Agreement without modification or revocation (the "Effective
Date").
2. Resignation
from Employment: The parties have agreed that Executive
shall retire from employment with the Company and any of its
subsidiaries or
affiliates, effective November 4, 2006 (the "Resignation Date").
Executive
further acknowledges that, as of October 5, 2006, Executive ceased
holding the
title of, and ceased performing services as, the Company's
President and Chief
Operating Officer and ceased to be an executive officer of the
Company.
3.
No Right of Reinstatement: Executive will have no right to
reinstatement with the Company or any of its subsidiaries.
4.
No Other Compensation or Benefits: Except as expressly set forth
in
the Employment Agreement, Executive acknowledges that he will not
receive, and
is not entitled to receive, any additional compensation, severance
or benefits
after the Resignation Date.
5.
No Admission of Liability Or Wrongdoing: This Agreement does
not
constitute an admission by the Company or Executive of any
violation of federal,
state or local law, ordinance or regulation or of any violation of
the Company's
policies or procedures or of any liability or wrongdoing
whatsoever. Neither
this Agreement nor anything in this Agreement shall be construed to
be or shall
be admissible in any proceeding as evidence of liability or
wrongdoing by the
Company or Executive. This Agreement may be introduced, however, in
any
proceeding to enforce the Agreement. Such introduction shall be
pursuant to an
order protecting its confidentiality to the extent permitted by
law.
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6.
Releases: Except for those obligations created by or arising out
of
this Agreement, the Employment Agreement, the stock option
agreements governing
Executive's stock option grants listed below (the "Stock Option
Agreements"),
any indemnification agreement between the Company and Executive
(the
"Indemnification Agreement"), and any proprietary information and
inventions
agreement and/or confidentiality agreement between the Company and
Executive
(collectively, the "Confidentiality Agreement"), Executive, on his
own behalf
and on behalf of his descendants, dependents, heirs, executors,
administrators,
assigns and successors, and each of them, hereby covenants not to
sue and fully
releases and discharges the Company and each of its and their
subsidiaries,
parent, or affiliated partnerships and corporations, past and
present, as well
as each of its and their directors, officers, trustees,
shareholders, members,
partners, representatives, attorneys, assignees, successors, agents
and
employees, past and present, and each of them (individually and
collectively,
"Company Releasees"), from and with respect to any and all claims,
wages,
agreements, obligations, demands and causes of action, known or
unknown,
suspected or unsuspected (collectively, "Claims"), arising out of
or in any way
connected with Executive's employment and termination of employment
with the
Company, Executive's consulting relationship with the Company prior
to such
employment, if any, or any other relationship with, interest in or
termination
of relationship with any Company Releasees, including without
limiting the
generality of the foregoing, any claim for wages, overtime, salary,
severance
pay, compensation, commissions, bonus or similar benefit, car
allowance, sick
leave, pension, retirement, vacation pay, paid time off, life
insurance, health
or medical insurance, or any other fringe benefit, or disability,
or any Claim
pursuant to any federal, state or local law, statute or cause of
action
including, but not limited to: the federal Civil Rights Act of
1964, as amended;
the federal Americans with Disabilities Act of 1990; the federal
Age
Discrimination in Employment Act of 1967, as amended (the "ADEA");
the
California Fair Employment and Housing Act, as amended; the
California Family
Rights Act; the California Labor Code; the Sarbanes-Oxley Act; tort
law;
contract law; wrongful discharge; discrimination; retaliation;
harassment;
fraud; defamation; emotional distress; breach of the implied
covenant of good
faith and fair dealing; or breach of any contract. Notwithstanding
any provision
of this Section 8, the foregoing release shall not apply to any
right you may
otherwise have to (i) vested benefits, if any, under the Company's
401(k) plan
and deferred compensation plans, in accordance with the terms of
those plans,
life insurance conversion rights, unemployment compensation,
workers'
compensation or disability insurance, or to (ii) indemnification by
the Company
pursuant to the Company's certificate of incorporation, by-laws,
insurance
policies, Section 13 of the Employment Agreement, and/or applicable
law.
7.
Section 1542 Waiver: In executing this Agreement, and except as
expressly stated in this Agreement, Executive intends for it to be
effective as
a general release to each and every claim, demand and cause of
action
hereinabove specified. In furtherance of this intention, Executive
hereby
expressly waives any rights and benefits conferred by SECTION 1542
OF THE
CALIFORNIA CIVIL CODE, and expressly consents that this Agreement
shall be given
full force and effect according to each and all of its express
terms and
provisions, including those related to unknown and unsuspected
claims, demands
and causes of action, if any, as well as those relating to any
other claims,
demands and causes of action hereinabove specified. SECTION 1542
provides:
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"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT
THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE
DEBTOR."
Executive acknowledges that he may hereafter discover claims or
facts in
addition to or different from those which they now know or believe
to exist
against Company Releasees with respect to the subject matter of
this Agreement
and which, if known or suspected at the time of executing this
Agreement, may
have materially affected this settlement. Nevertheless, Executive
waives any
right, claim or cause of action that might arise as a result of
such different
or additional claims or facts. Executive acknowledges that he
understands the
significance and consequence of such release and such specific
waiver of SECTION
1542.
8.
Waiver Of Age Discrimination Claims: Executive expressly
acknowledges
and agrees that, by entering into this Agreement, he is waiving any
and all
rights or claims that he may have arising under the Age
Discrimination in
Employment Act of 1967, as amended, which have arisen on or before
the date of
execution of this Agreement.
