Exhibit 10.1
SEPARATION AND RELEASE
AGREEMENT
SEPARATION AND RELEASE AGREEMENT
(“ Agreement ”) dated as of April 29, 2009,
by and between Ultra Clean Holdings, Inc., a Delaware corporation
(together with its successors, the “ Company ”),
and Jack Sexton (“ Executive ”).
WHEREAS, Executive and the Company
desire to terminate Executive’s employment with the Company
effective as of the date hereof, subject to the terms and
conditions set forth below;
NOW THEREFORE, in consideration of
the foregoing and of the mutual covenants and agreements of the
parties set forth in this Agreement, and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound,
agree as follows:
1. Separation .
Executive’s last day of employment with the Company is
April 15, 2009 (the “ Separation Date ”).
The Separation Date shall be the date on which Executive’s
position as Chief Financial Officer of the Company, and any other
position which Executive holds with the Company, its subsidiaries
or its affiliates, will end.
2. Separation Benefits .
Subject to the Release (as defined below) becoming effective and
Executive’s continued compliance with the provisions of this
Agreement and of the Confidentiality Agreement (as defined below),
the Executive shall be entitled to the following, in all cases
subject to applicable tax withholding:
(i) The Company shall pay to
Executive an aggregate amount equal to $264,177.00 representing the
sum of (A) 100% of Executive’s annual base salary and
(B) Executive’s average annual cash bonus and cash
incentive compensation over the prior three years. Such amount
shall be paid in one lump sum within 30 days following the
Effective Date (as defined below).
(ii) Executive’s outstanding
options and restricted stock units that would have vested on or
before the 12-month anniversary of the Separation Date if Executive
had continued in employment until such date will become immediately
vested on the Effective Date (as defined below). All other unvested
equity awards will terminate on the Separation Date.
Executive’s vested stock options will remain exercisable for
the period following your Separation Date set forth in the
applicable option agreement (which is generally three months
following termination of employment).
(iii) The Company shall pay for
Executive’s continued health benefits coverage under COBRA,
at the same cost to Executive as before the Separation Date, until
the earlier of (x) 12 months following the Separation Date or
(y) the date Executive becomes eligible for group health
coverage with another employer.
3. Release .
(a) Executive acknowledges that the following release shall
extend to unknown, as well as known claims, and hereby waives the
application of any provision of law, including, without limitation,
Section 1542 of the California Civil Code, that purports to
limit the scope of a general release. Section 1542 of the
California Civil Code provides:
“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.”
(b) Executive agrees to and does
fully and completely release, discharge and waive for himself and
for his dependents, successors, assigns, heirs, executors and
administrators (and his and their legal representatives of any
kind), any and all claims, complaints, causes of action or demands
of whatever kind, arising in Executive’s capacity as an
employee or officer of the Company, as a stockholder of the Company
or otherwise in any capacity whatsoever, which Executive has or may
have against the Company, its subsidiaries, divisions,
subsidiaries, affiliates, predecessors and successors and all their
officers, directors, employees, agents, counsel and other
representatives by reason of any event, matter, cause or thing
which has occurred prior to the date of his signing this Agreement
(hereinafter “ Executive Claims ”) (the “
Release ”). Executive understands and accepts that
this Release specifically covers, but is not limited to, any and
all Executive Claims that Executive has or may have against the
Company relating in any way to his employment arrangements, or to
compensation, or to his equity interests in the Company, or to any
other terms, conditions or circumstances of his former employment
with the Company, and to the resignation of such employment,
whether for severance or based on statutory or
