Exhibit 10.18
SETTLEMENT AGREEMENT AND
RELEASE
This Settlement Agreement and
Release (“Agreement”) is made by and between Parviz
Ghaffaripour (“Employee”) and Advanced Analogic
Technologies, Inc. (“AATI” or the
“Company”) together with all of its direct or indirect
parent companies, subsidiaries or subsidiaries of its parent
companies) (Employee and the Company collectively referred to as
the “Parties” or individually referred to as a
“Party”).
RECITALS
WHEREAS, Employee was employed by
the Company pursuant to an offer letter from the Company dated
February 5, 2007 (the “Offer Letter”) in the
capacity of Executive Vice President, Products and Chief Operating
Officer. Employee’s initial base salary in the Offer Letter
was $275,000 per annum, and his final salary was $294,250.08 per
annum. According to the Offer Letter, Employee’s target award
percentage under the Management Bonus Program was 50% of base
salary. Employee was actually paid a bonus for 2007 over 112% of
his base salary;
WHEREAS, the Company and Employee
have entered into the following two (2) stock option
agreements granting Employee the option to purchase shares of the
Company’s common stock subject to the terms and conditions of
the Company’s 2005 Equity Inventive Plan (for Option numbers
00003317 and 00003135): a Stock Option Agreement dated
October 31, 2007 (Option number 00003317, for 100,000 shares),
and a Stock Option Agreement dated February 2, 2007 (Option
number 00003135, for 500,000 shares) (collectively, the
“Stock Agreements” and the options subject to the Stock
Agreements, the “Options”);
WHEREAS, Employee departed from
employment with the Company effective June 23, 2008 (the
“Separation Date”); and
WHEREAS, the Parties wish to resolve
any and all disputes, claims, complaints, grievances, charges,
actions, petitions, and demands that (A) the Employee may have
against the Company and any of the Releasees as defined below,
including, but not limited to, any and all claims arising out of,
or in any way related to Employee’s employment with, or
separation from, the Company and (B) certain claims that
Employer may have against Employee;
NOW, THEREFORE, in consideration of
the mutual promises made herein, the Company and Employee hereby
agree as follows:
1. Consideration .
a. Cash Salary . The Company
agrees to pay Employee a lump sum equivalent to six (6) months
of Employee’s base salary, for a total of One Hundred
Forty-Seven Thousand One Hundred Twenty-Five Dollars and Four Cents
($147,125.04), less applicable withholding. This payment will be
made to employee within ten (10) business days after the
Effective Date of this Agreement. In addition, in consideration of
Employee’s ADEA waiver included in Section 5 hereof, the
Company shall pay Employee an additional Twelve Thousand Eight
Hundred and Seventy Five Dollars ($12,875.00), less applicable
withholding
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b. Cash Bonus. Employee shall
be eligible to receive payments under the Company’s 2008
Bonus Plan (the “2008 Plan”) if and to the extent that
the Company’s CEO or CFO shall receive a payment thereunder.
If the Company’s CEO or CFO shall receive any such payment,
the Company shall pay Employee within ten business days after such
payment, one-half of the amount which would have been payable to
the Employee under the 2008 Plan if the Employee had remained an
employee of the Company throughout 2008 and until the date of
payment under the 2008 Plan and if the Employee was paid the same
percentage of his target award percentage under the 2008 Plan.
Employee hereby waives any rights to receive any remaining or
additional payments under the 2008 Plan.
c. Stock. In further
consideration of Employee’s execution of this Agreement, the
Company agrees to accelerate the vesting of Option number 00003135
held by Employee through February 9, 2009, as of the Effective
Date. The Company and Employee hereby agree that the Stock
Agreements are hereby amended to comply with the Board minutes
granting the Options and entitle the Employee to exercise the
Options up to nine months after the Separation Date. Furthermore,
in order to facilitate accurate and timely required public
reporting by both the Company and Employee (including
Employee’s continuing reporting obligations under
Section 16 of the Securities Exchange Act of 1934, as
amended), Employee agrees, until six (6) months from the
Separation Date, to immediately inform the Company and its
representatives of any transactions engaged in by Employee
involving the Company’s securities. Employee shall be deemed
to comply with the requirements of the preceding sentence if
Employee or an authorized representative of Employee provides full
details of any such transaction no later than the business day
following the date on which such transaction occurred to any
one of the following individuals via electronic mail or
facsimile: Brian McDonald (bmcdonald@analogictech.com;
408-716-2525); Scott Miller (smiller@analogictech.com;
408-330-1546); Alexander Phillips (aphillips@wsgr.com;
650-493-6811); Nicole Soluri (nsoluri@wsgr.com;
650-493-6811).
d. Benefits .
Employee’s health insurance benefits (including medical,
vision and dental) shall cease on the last day of June 2008,
subject to Employee’s right to elect COBRA. Provided that
Employee timely elects COBRA coverage and submits proof of premium
payment, the Company will reimburse Employee for up to six
(6) months of COBRA coverage pursuant to its normal expense
reimbursement policies and procedures. The Company will assist
Employee to timely elect COBRA coverage. Employee’s
participation in all other benefits and incidents of employment,
including, but not limited to, vesting in stock options, other than
in accordance with the Option Agreements as amended hereby, and the
accrual of bonuses, vacation, and paid time off, ceased as of the
Separation Date.
e. Laptop Computer and Cell
Phone . The Company will reimburse Employee for the cost of a
notebook computer up to $4,000.00 upon presentation to Company of
an expense report and appropriate back-up invoices. Employee shall
retain his cell phone and current line at the Company’s
expense until the end of December 2008, and the Company will enable
Employee to transfer that cell phone number to Employee for use
thereafter.
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2. Payment of Salary .
Subject to reimbursement of pending business expenses, Employee
acknowledges and represents that, other than the consideration set
forth in this Agreement, the Company has paid all salary, wages,
bonuses, accrued vacation/paid time off, housing allowances,
relocation costs, interest, severance, outplacement costs, fees,
commissions, and any and all other benefits and compensation due to
Employee.
3. Release of Claims .
Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee
by the Company and its current and former officers, directors,
employees, agents, investors, attorneys, shareholders,
administrators, affiliates, divisions, and subsidiaries, and
predecessor and successor corporations and assigns (the
“Releasees”). Employee, on his own behalf, and on
behalf of his respective heirs, family members, executors, agents,
and assigns, hereby and forever releases the Releasees from, and
agrees not to sue concerning, or in any manner to institute,
prosecute or pursue, any claim, complaint, charge, duty,
obligation, or cause of action relating to any matters of any kind,
whether presently known or unknown, suspected or unsuspected, that
Employee may possess against any of the Releasees arising from any
omissions, acts, facts, or damages that have occurred up until and
including the Effective Date of this Agreement, including, without
limitation:
a. any and all claims relating to or
arising from Employee’s employment relationship with the
Company and the termination of that relationship;
b. any and all claims relating to,
or arising from, Employee’s right to purchase, or actual
purchase of shares of stock of the Company, including, without
limitation, any claims for fraud, misrepresentation, breach of
fiduciary duty, breach of duty under applicable state corporate
law, and securities fraud under any state or federal
law;
c. any and all claims for wrongful
discharge of employment; termination in violation of public policy;
discrimination; harassment; retaliation; breach of contract, both
express and implied; breach of covenant of good faith and fair
dealing, both express and implied; promissory estoppel; negligent
or intentional infliction of emotional distress; fraud; negligent
or intentional misrepresentation; negligent or intentional
interference with contract or prospective economic advantage;
unfair business practices; defamation; libel; slander; negligence;
personal injury; assault; battery; invasion of privacy; false
imprisonment; conversion; workers’ compensation, to the
extent permitted by law, and disability benefits;
d. any and all claims for violation
of any federal, state, or municipal statute, including, but not
limited to, Title VII of the Civil Rights Act of 1964; the
Civil Rights Act of 1991; the Americans with Disabilities Act of
1990; the Fair Labor Standards Act; the Fair Credit Reporting Act;
the Age Discrimination in Employment Act of 1967; the Older Workers
Benefit Protection Act; the Employee Retirement Income Security Act
of 1974; the Worker Adjustment and Retraining Notification Act; the
Family and Medical Leave Act; the Sarbanes-Oxley Act of 2002; the
California Family Rights Act; the California Labor Code, except as
prohibited by law; the California Workers’ Compensation Act,
except as prohibited by law; and the California Fair Employment and
Housing Act.
e. any and all claims for violation
of the federal or any state constitution;
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f. any and all claims arising out of
any other laws and regulations relating to employment or employment
discrimination;
g. any claim for any loss, cost,
damage, or expense arising out of any dispute over the
non-withholding or other tax treatment of any of the proceeds
received by Employee as a result of this Agreement; and
h. any and all claims for
attorneys’ fees and costs.
Employee agrees that the release set
forth in this section shall be and remain in effect in all respects
as a complete general release as to the matters released. This
release does not extend to any obligations incurred under this
Agreement. This release does not release claims that cannot be
released as a matter of law, including, but not limited to, claims
under Division 3, Article 2 of the California Labor Code (which
includes California Labor Code section 2802 regarding indemnity for
necessary expenditures or losses by employee) and claims prohibited
from release as set forth in California Labor Code section 206.5
(specifically “any claim or right on account of wages due, or
to become due, or made as an advance on wages to be earned, unless
payment of such wages has been made”).
Company, on its behalf, and on
behalf of the Releasees, hereby and forever releases the Employee
and his successors and heirs from, and agrees not to sue
concerning, or in any manner to institute, prosecute or pursue, any
claim, complaint, charge, duty, obligation, or cause of action
relating to the Released Matters (as hereinafter defined). For
purposes of this Agreement, “Released Matters” include
any claim that Company or any Releasee may have arising from
(i) statements made by Employee to the members of the
Company’s Board of Directors at the meeting held following
his separation from the Company, (ii) any email correspondence
to the Company’s Board of Directors related to such meeting
and (iii) any truthful responses in the course of any internal
or external Company investigation, or as part of any investigation
by a state or federal administrative agency.
4. Directors & Officers
Liability Insurance (“D&O Policy”) . The
Parties acknowledge and understand that the Company’s D&O
Policy will cover Employee throughout the time period in which
Employee was an officer of the Company and will cover all
applicable claims against Employee in accordance with the terms of
the D&O Policy, in such
