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Exhibit 10.1
SETTLEMENT AGREEMENT AND GENERAL
RELEASE
This agreement (the “Agreement”) is made
this 3 rd day of August 2007 between RICHARDSON
ELECTRONICS, LTD., whose principal office is located at 40W267
Keslinger Road, P.O. Box 393, LaFox, Illinois 60147-0393 (the
“Company”), and Bruce W. Johnson of 5838 Teal Lane,
Long Grove, IL 60047 (“Employee”).
Whereas, Employee was employed by, and was an
officer of, the Company pursuant to a certain Employment and Bonus
Agreement dated as of November 7, 1996 (the “Original
Employment Contract”); and
Whereas, Employee continued as an employee and
officer of the Company only as provided in a certain agreement
executed January 20, 2006 (the “Separation Agreement”),
which Separation Agreement superseded the Original Employment
Contract as provided therein, and pursuant to which Separation
Agreement Employee’s employment terminated June 2, 2007 (and
prior to which date Employee’s officer status had been
previously terminated); and
Whereas, the parties agree that the Company has
paid, and Employee has received, all payments and benefits required
to be made to Employee under the Separation Agreement and
otherwise, except with respect to the final bonus payment referred
to in Paragraph 4(b) of the Separation Agreement, as to which there
has arisen a dispute between the parties; and
Whereas the parties desire to settle such dispute on
the terms and conditions set forth below in order to avoid the
cost, expense and time of litigation.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:
1. The
parties desire to resolve and settle all possible claims the
Employee may have against or with respect to the Company,
including, without limitation, those regarding or related in any
way to Employee’s employment with the Company and its
termination, including, without limitation, those arising under the
Separation Agreement.
2. The
Company agrees to pay the Employee the gross sum of $400,000,
subject to any and all lawful tax and other withholdings, on or
before Friday, August 10, 2007 (the “Settlement
Payment”). The Settlement Payment will be reported to the
Employee on IRS Form W-2.
3. The
payment from the Company set forth herein constitutes full
settlement of any and all claims that the Employee may have against
the Company, its successors, assigns, parents, subsidiaries,
divisions, affiliates, or any of their respective officers,
directors, shareholders, employees, agents or representatives,
including, without limitation, for compensation or otherwise in
connection with or related to his officer status, his employment,
or their termination, including, without limitation, claims arising
under the Separation Agreement.
4. In
consideration for the promises made by the Company herein, and in
particular the payment provided for in 2 above, the Employee, on
behalf of himself, his agents, assignees, attorneys, heirs,
executors, and administrators, fully releases and forever
discharges the Company, and its successors, assigns, parents,
subsidiaries, divisions, affiliates, and their respective officers,
directors, shareholders, employees, agents and representatives (the
“Company Releasees”), from any and all liability, civil
or criminal claims, demands, actions, causes of action, suits,
grievances, debts, sums of money, controversies, agreements,
promises, damages, back and front pay, costs, expenses,
attorneys’ fees, and remedies of any type, by reason of any
matter, act or omission, or of any nature or kind whatsoever.
Without in any way limiting the generality of the foregoing
language, this Agreement shall include a release of any and all
claims, demands, or causes of action, civil or criminal, arising
out of or in any way connected with any occurrences, acts, or
omissions, transactions, practices or policies, which were or could
have been asserted relating to the officer status of or employment
of Employee, including, without limitation, (a) under the
Separation Agreement, (b) all claims for discrimination or
retaliation under Title VII of the Civil Rights Act of 1964, as
amended, the Reconstruction Act of 1866, the Americans With
Disabilities Act,
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