This
Agreement is entered into by and between SafeNet, Inc.
(“SafeNet”) and Carole Argo (“Argo”), the
President and Chief Operating Officer of SafeNet.
In
consideration of the covenants undertaken and contained herein, the
adequacy of which is herein acknowledged, the parties agree as
follows:
1.
In accordance with Section 8(a) of the Employment Agreement between
Argo and SafeNet, dated June 28, 2004 (“Employment
Agreement”), this Agreement shall serve as notice of the
termination of Argo’s employment under the Employment
Agreement, with such termination to become effective on
December 31, 2006 (the “Separation Date”). In
addition, Argo hereby resigns effective October 17, 2006 from
any and all officer positions she holds with SafeNet, including her
position as President and Chief Operating Officer of SafeNet and
her positions as an officer, employee or Board member of any
SafeNet subsidiary. In addition, Argo resigns effective
October 17, 2006 from all fiduciary and trustee
responsibilities, including but not limited to any employee benefit
plans of the Company and its Affiliates, and SafeNet will take all
steps necessary to effectuate her resignations.
2.
Argo will remain as an employee of SafeNet and will consult with
SafeNet on the management transition during the period referred to
in Section 1. In consideration for those services, Safenet
will pay to Argo her base salary and provide her use of her
automobile and family medical and dental, disability and life
insurance through the Separation Date. At the Separation Date,
SafeNet will pay any unpaid base salary and accrued vacation
through the Separation Date. Except as otherwise provided herein or
in the Employment Agreement, as of the Separation Date Argo will be
eligible to receive the benefits provided to former employees of
SafeNet under SafeNet’s employee benefit plans, in accordance
with the terms and conditions of each such plan.
3.
Both Argo and SafeNet reserve all rights under the Employment
Agreement.
4.
SafeNet will not consider, at this time, this Agreement as a
resignation within the meaning of Section 9(b) of the Employment
Agreement or, except as expressly provided herein, for any other
purpose relating to the Employment Agreement.
5.
The Personnel Committee of the SafeNet Board of Directors will
determine by March 29, 2007 (“Decision Date”)
whether Argo should be treated as having been terminated for Cause
under the Employment Agreement. None of the periods of time set
forth in the Employment Agreement within which events must occur or
actions must be taken shall begin to run until the Personnel
Committee determines whether Argo should be considered to have been
terminated for Cause (provided that any required six-month waiting
period under Section 409A of the Internal Revenue Code of
1986, as amended, shall begin to run as of the Separation Date),
except as expressly
provided
herein. SafeNet and Argo agree that no statutes of limitations on
any claims Argo or SafeNet may have under the Employment Agreement
shall begin to run until the Decision Date or such earlier date as
the Personnel Committee determines whether Argo should be
considered to have been terminated for Cause. Subject to the
foregoing sentences of this Section 5, if the Personnel
Committee determines that Argo should be considered to have been
terminated for Cause, that determination will have the same effect
under the Employment Agreement as if Argo had been terminated for
Cause as of the date of this Agreement, except for purposes of
payment of salary and benefits in Section 2. If the Personnel
Committee fails to make a decision by the Decision Date, Argo will
be deemed to have been terminated by SafeNet without Cause (or to
have terminated her employment for Good Reason) as of the date of
this Agreement, with entitlement to all the rights and the benefits
provided for in the Employment Agreement, except for purposes of
payment of salary and benefits in Section 2.
6.
Any payments or benefits to which Argo may be due under
Sections 5 and 9 of the Employment Agreement (other than the
payments and benefits provided by Section 2 of this Agreement
and existing health care benefits subject to COBRA, for which the
Company will pay all costs, excluding Argo’s co-payment (and
that of any eligible spouse or dependents), for one year following
the Separation Date) shall not become due until ten days after the
Personnel Committee determines whether Argo should be considered to
have been terminated for Cause, and shall be due at that time only
if the Personnel Committee does not determine that Argo should be
considered to have been terminated for Cause; provided, however,
that the foregoing shall not cause Argo to forfeit or waive any
claim for benefits she may have under a plan, policy or arrangement
that is an “employee benefit plan” within the meaning
of Section 3(3) of the Employee Retirement Income Security Act
of 1974, as amended. Argo agrees that she will not exercise any
options on SafeNet stock until the Decision Date or such earlier
date on which the Personnel Committee reaches its decision under
Section 5 of this Agreement, except that with respect to any
options for which the Company does not take a compensation charge
in connection with its restatement of its 2000 through 2005 and
first quarter 2006 financial results she may participate
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