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EXHIBIT 10.1
SEPARATION AND TRANSITION AGREEMENT AND RELEASE
The parties to this Separation Agreement and Release (Agreement)
are Pixelworks,
Inc. (Employer), and Richard Tobias (Employee).
RECITALS
A. Employer is terminating employment with Employee; and
B. Employee elects to receive severance pay and related benefits
under
this Agreement under the terms and conditions set forth below.
AGREEMENT
Therefore, in consideration of the mutual promises set forth below,
the parties
agree as follows:
1. EMPLOYMENT TERMINATION. Employee's last day of employment with
Employer
shall be December 4, 2006 ("Termination Date").
2. PAYMENT.
Wages. Employee has received all accrued wages owing through
the
date hereof. On the Termination Date, Pixelworks shall pay Employee
all
accrued wages and Paid Time Off accrued through the Termination
Date.
Severance. In consideration of the releases contained herein,
Employee shall receive twenty eight (28) weeks base salary, payable
no
later than the standard Company pays period next after January 1,
2007.
Employer shall withhold taxes from this severance pay in accordance
with
all federal, state and local laws.
Transition. In consideration of the transition commitments
contained
in paragraph 9 hereof, and contingent upon the full performance of
those
commitments and all other commitments contained herein, Employee
shall
receive an additional twenty four (24) weeks base salary, payable
no later
than the standard Company pay period next after March 4, 2007
(the
"Transition End Date," and the period between the Termination Date
and the
Transition End Date being the "Transition Period.")
3. STOCK/OPTIONS. Upon termination date, Pixelworks shall deliver
to Employee
a Closing Statement of stock options. Employee may exercise options
as
defined in the Closing Statement. Employee acknowledges that any
dollars
voluntarily deducted for the Pixelworks Employee Stock Purchase
Plan
during the current six-month period will be reimbursed to Employee
with
final pay on date of termination.
4. EMPLOYEE BENEFIT PLANS. Employee shall be entitled to Employee's
rights
under Employer's benefit plans as such plans, by their provisions,
apply
upon Employee's termination. Employee's coverage under Employer's
health
insurance plan ends on January 1, 2006. If eligible, and if
properly
elected, Employee may continue health insurance benefits as
provided under
federal COBRA regulations. If Employee properly elects COBRA
continuation,
Employer shall make a contribution in the amount equal to the
employer
portion of premium costs for six (6) months, which shall be
deducted from
the first twelve payments to be made by the Employee. Except
for
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this payment as provided in this paragraph, Employee shall be
responsible
for all payments under COBRA for continuation of health
insurance
benefits.
5. GENERAL RELEASE: In consideration of the benefits provided in
this
Agreement, Employee releases Employer, its directors, officers,
shareholders, agents, employees, attorneys, insurers, related
corporations, successors and assigns, from any and all liability,
damages,
or causes of action, whether known or unknown, whether in tort,
contract,
or under state or federal statute. Employee understands and
acknowledges
that this release includes, but is not limited to any claim for
reinstatement, re-employment, attorney fees or additional
compensation in
any form, and any claim, including but not limited to those arising
under
the Rehabilitation Act of 1973, Title VII of the Civil Rights Act
of 1964,
the Civil Rights Act of 1991, the Post Civil War Civil Rights Act
(42
U.S.C. 1981-88), the Equal Pay Act the Americans with Disabilities
Act,
the Vietnam Era Veterans Readjustment Assistance Act, the Fair
Labor
Standards Act, the Family Medical Leave Act of 1993, the
Uniformed
Services Employment and Re-employment Rights Act, the Consolidated
Omnibus
Budget Reconciliation Act of 1985 (COBRA), the Employee Retirement
Income
Security Act of 1975 (ERISA), Executive Order 11246, as amended,
and the
civil rights, employment, and labor laws of any state and any
regulation
under such authorities relating to Employee's employment or
association
with Employer or the termination of that employment and
association.
Notwithstanding that this Agreement is to be interpreted under the
laws of
the State of Oregon, Employee waives any limitation on this release
under
California Civil Code Section 1542, and any other state statute,
which
provides that a general release does not extend to claims which a
person
does not know or suspect to exist in his/her favor at the time
of
executing the release which, if known, must have materially
affected
his/her dec
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