Exhibit 10.38
SEVERANCE AGREEMENT AND
RELEASE
SEVERANCE AGREEMENT AND RELEASE
between Carl
Jasper, on the one hand, and Maxim
Integrated Products, Inc.
(“Maxim”), on the other
hand.
1. This Severance Agreement and
Release (the “Agreement”) is entered into with
reference to the following facts:
(a) Jasper is currently employed by
Maxim as a vice president and Chief Financial Officer, positions he
has held since April 1999.
(b) Jasper has informed the Board of
Directors of Maxim that he wishes to resign his employment with
Maxim (including all of Maxim’s direct and indirect
subsidiaries), effective January 31, 2007 (the
“Separation Date”).
(c) An August 4, 2006
memorandum from Jack Gifford to Jasper set forth the amount of cash
or equivalent compensation Jasper was to receive from Maxim for
fiscal years 2007 and 2008.
(d) A dispute has arisen between
Maxim and Jasper as to whether Jasper is contractually entitled to
compensation for that portion of fiscal year 2007 following his
resignation and fiscal year 2008.
(e) To avoid the expense and
inconvenience of litigation between Maxim and Jasper concerning
claims Jasper may assert related to his employment and/or
compensation, Jasper and Maxim desire and hereby agree to
effectuate the termination of Jasper’s employment in
accordance with the terms, covenants and conditions hereinafter set
forth.
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2. Within ten (10) business
days after execution of this Agreement, Maxim will deliver to
Steven M. Bauer, counsel for Jasper, a check in the amount of
$482,400.00 (four-hundred eighty-two thousand four hundred dollars
even), less all deductions required by law to be withheld, made
payable to Carl Jasper. This payment shall be in full and final
settlement of all claims Jasper may otherwise make related to his
employment with and compensation from Maxim. On the Separation
Date, Jasper shall be paid an amount equal to all accrued wages,
including all accrued unused vacation and holiday pay to which
Jasper is entitled under Maxim’s pay policies, through the
Separation Date, less applicable taxes and other authorized
withholding. Maxim shall promptly reimburse Jasper for all
reasonable and properly-documented business expenses incurred
through the Separation Date that are submitted by him on or before
February 15, 2007, in accordance with Maxim’s travel and
expense policies. Maxim shall also reimburse Jasper for all premium
payments Jasper is required to make under COBRA for continued
medical, dental and vision coverage under Maxim’s benefit
plans for Jasper, his spouse and his children until the earlier of
(1) such time as Jasper obtains other employment in connection with
which he is eligible for medical-insurance coverage, (2) such
time as Jasper voluntarily purchases medical insurance other than
that provided through Maxim pursuant to COBRA; or (3) such
time as Jasper is otherwise no longer are eligible for COBRA
coverage through Maxim.
3. Jasper acknowledges that Maxim
will file an Internal Revenue Service Form W-2 and/for Form 1099
for the settlement payment described in paragraph 2.
4. Jasper has been granted certain
options to purchase shares of Maxim’s common stock (the
“Options”), as well as restricted stock units (the
“RSUs”), which Options and RSUs are set forth in
Exhibit A hereto. As of the Separation Date, Jasper shall be vested
in that
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number of Options and RSUs set forth in the
column entitled “Vested” next to each such Option (the
“Vested Options”) and RSU (the “Vested
RSUs”). Jasper acknowledges and agrees that the portion of
each Option and each RSU that is unvested as of the Separation Date
is forfeited and shall cease to be exercisable as of the Separation
Date. Jasper may exercise the Vested Options and RSUs in accordance
with their original terms of grant pursuant to the applicable stock
option plan, stock option agreements, and RSU agreements. Nothing
in this settlement agreement shall prevent Jasper from hereafter
exercising any right with respect to vested Maxim stock options and
Maxim common stock to be issued upon vesting and exercise of
restricted stock units that arose prior to the date of this
Agreement, but the exercise and sale of which were prohibited by
the terms of the “blackout” instituted by Maxim
commencing in September 2006 pursuant to the terms of that
“blackout.” Jasper’s rights with respect to such
exercises and eventual sale shall be the same as those of all Maxim
employees whose employment with Maxim terminated during this
blackout period, including the right to exercise such Options and
RSU’s by September 30, 2007 or by any other extension
provided by Maxim or its Board of Directors in the future to other
Maxim employees or former Maxim employees.
5. In consideration of the payment
described in paragraph 2, above, and all of the terms and
conditions of this Agreement, Jasper does hereby and forever
release and discharge Maxim and its successors, subsidiaries,
parents, predecessors, affiliates, divisions, and all its
employees, owners, officers, directors, assigns, agents,
representatives, insurers and attorneys, from any and all causes of
action, actions, judgments, liens, damages, losses, claims,
liabilities and demands whatsoever, whether known or unknown, which
he ever had, now has, or hereafter can, shall or may have for, upon
or by reason of any act, transaction, practice, conduct, matter,
cause, effect or thing of any kind whatsoever, occurring prior to
the date of execution of this
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Agreement, including, but not limited to, any
act, transaction, practice or conduct or effect which arises out of
or relates to Jasper’s employment with Maxim, including, but
not limited to, any claims for payment of salary, benefits or
wages, retaliation, violation of public policy, breach of contract,
breach of the covenant of good faith and fair dealing, defamation,
claims under California’s Fair Employment and Housing Act and
Labor Code, the Fair Labor Standards Act, Title VII of the Civil
Rights Act of 1964, as amended, the Americans with Disabilities
Act, Labor Code Section 21.00
