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SEPARATION AGREEMENT AND RELEASE This Separation Agreement and
Release ("Agreement") is made by and between Gregory M. Perkins
("Executive") and Aehr Test Systems, a California corporation, and
its direct and indirect subsidiaries (together, the "Company")
(collectively referred to as the "Parties" or individually referred
to as a "Party"). RECITALS WHEREAS, Executive was employed by the
Company; WHEREAS, Executive signed an Employment Agreement
Regarding Proprietary Developments and Confidential Information
with the Company on June 2, 2004 (the "Confidentiality Agreement");
WHEREAS, Executive signed a Change of Control Severance Agreement
with the Company on September 13, 2006 (the "Change of Control
Agreement"); WHEREAS, Executive was eligible to earn commission
payments for certain sales made pursuant to terms of the Company's
Bonus Plan FY2011 dated July 9, 2010 (the "Commission Plan").
WHEREAS, the Company and Executive have entered into Stock Option
Agreements, dated June 24, 2004, June 23, 2005, July 18, 2006, June
26, 2007, November 13, 2008, June 30, 2009, and June 29, 2010,
respectively, granting Executive the option to purchase shares of
the Company's common stock subject to the terms and conditions of
the Company's 2006 Stock Option Plan and the Stock Option Agreement
(collectively the "Stock Agreements"); WHEREAS, Executive's
employment with the Company will terminate effective February 11,
2011 (the "Separation Date"); and WHEREAS, the Parties wish to
resolve any and all disputes, claims, complaints, grievances,
charges, actions, petitions, and demands that the Executive 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 Executive's employment with or separation
from the Company; NOW, THEREFORE, in consideration of the mutual
promises made herein, the Company and Executive hereby agree as
follows: COVENANTS 1. Consideration. a. Payment. The Company agrees
to pay Executive a lump sum equivalent to eleven (11) weeks of
Executive's current reduced base salary, for a total of Thirty-Four
Thousand Six Hundred and Eighty-Five Dollars ($34,685.00), plus
Seventeen Thousand Seven Hundred and Twenty One Dollars
($17,721.00), all less applicable withholding. This payment will be
made to Executive within ten (10) business days after the Effective
Date of this Agreement. b. Commissions. Executive acknowledges and
agrees that the Commission Plan requires that he be employed by the
Company at the time bookings are earned by the Company (in
accordance with the Company's standard practices) in order for him
to earn a commission based on such bookings recorded by the
Company. Notwithstanding such condition, the Company agrees to pay
Executive all earned commissions (as defined in the Commission
Plan) on any bookings that the Company records (in accordance with
the Company's standard practices) for the first four months of 2011
as if the Executive's employment had continued through April 30,
2011, provided that all other applicable conditions to earning
commissions under the terms of the Company's Commission Plan are
satisfied. Other than as set forth above, Executive's eligibility
to earn commissions shall be governed by the terms of the
Commission Plan. Executive acknowledges and agrees that the
consideration provided to him hereunder fully satisfies any
obligation that the Company had to pay Executive wages or any other
compensation for any of the services that Executive rendered to the
Company, that the amount paid is in excess of any disputed wage
claim, if any, that Executive may have. To the extent any wage
dispute exists, Executive specifically acknowledges that the
consideration paid shall be deemed to be paid first in satisfaction
of any disputed wage claim with the remainder sufficient to act as
consideration for the release of claims set forth herein, and that
Executive has not earned and is not entitled to receive any
additional wages or other form of compensation from the Company. 2.
Stock. The Parties agree that for purposes of determining the
number of shares of the Company's common stock that Executive is
entitled to purchase from the Company, pursuant to the exercise of
outstanding options, Executive will be considered to have vested
only up to the Separation Date. Executive acknowledges that as of
the Separation Date, Executive will have vested in 67,789 options
and no more. The exercise of Executive's vested options and shares
shall continue to be governed by the terms and conditions of the
Company's Stock Agreements. Since Executive is an Officer of the
Company, Executive should also pay strict attention to trading
windows. Barring any undisclosed material information, it is
expected that the trading window will be open through the end of
January 2011. The trading window will reopen 3 days after the Q3'11
earning release, or Tuesday April 5, 2011, and remain open through
the end of April 2011. Executive should advise the Company before
selling any shares. 3. Benefits. Executive's health insurance
benefits shall cease on the last day of February 2011, subject to
Executive's right to continue his health insurance under COBRA.
Executive's participation in all benefits and incidents of
employment, including, but not limited to, vesting in stock
options, potential payments under the Change of Control Agreement,
and the accrual of bonuses, vacation, and paid time off, shall
cease as of the Separation Date. Notwithstanding the foregoing,
Executive shall continue to be eligible for reimbursement of health
expenses not covered by the Company's health plan which are
incurred prior to February 28, 2011, pursuant to the terms of the
Company's Exec-U- Care program. Executive must submit all receipts
for reimbursement of 2011 expenses by March 31, 2012, pursuant to
the terms of the Exec-U-Care program. Receipts for expenses
incurred that are dated after February 28, 2011 will not be
reimbursed. 4. Payment of Salary and Receipt of All Benefits.
Executive acknowledges and represents that, other than the
consideration set forth in this Agreement, any pending
reimbursements under the Company's Exec-U-Care program, and any
commissions still to be paid pursuant to the Commission Plan, the
Company has paid or provided all salary, wages, bonuses, accrued
vacation/paid time off, leave, housing allowances, relocation
costs, interest, severance, outplacement costs, fees, reimbursable
expenses, commissions, stock, stock options, vesting, and any and
all other benefits and compensation due to Executive. Executive
further acknowledges that he is not entitled to any payment under
the Change of Control Agreement, as no Change of Control (as
defined in that agreement) occurred during the duration of his
employment. Page 2 of 9 5. Release of Claims. Executive agrees that
the foregoing consideration represents settlement in full of all
outstanding obligations owed to Executive by the Company and its
current and former officers, directors, employees, agents,
investors, attorneys, shareholders, administrators, affiliates,
benefit plans, plan administrators, insurers, divisions, and
subsidiaries, and predecessor and successor corporations and
assigns (collectively, the "Releasees"). Executive, 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 Executive 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 Executive's employment relationship with the Company
and the termination of that relationship; b. any and all claims
relating to, or arising from, Executive'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; 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;
Sections 1981 through 1988 of Title 42 of the United States Code,
as amended; the Civil Rights Act of 1991; the Rehabilitation Act of
1973; the Americans with Disabilities Act of 1990; the Equal Pay
Act; the Fair Labor Standards Act, except as prohibited by law; the
Fair Credit Reporting Act; the Immigration Reform and Control Act,
as amended; the Occupational Safety and Health Act, as amended; the
California Occupational Safety and Health Act, as amended; 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, except as prohibited by law; the
Sarbanes-Oxley Act of 2002; the Uniformed Services Employment and
Reemployment Rights Act; 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; f. any and
all claims arising out of any other laws and regulations relating
to employment or employment discrimination; Page 3 of 9 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 Executive as a result of this Agreement;
and h. any and all claims for attorneys' fees and costs. Executive
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: (1) Executive's right to file a
charge with or participate in a charge by the Equal Employment
Opportunity Commission, or any other local, state, or federal
administrative body or government agency that is authorized to
enforce or administer laws related to employment, against the
Company (with the understanding that any such filing or
participation does not give Executive the right to recover any
monetary damages against the Company; Executive's release of claims
herein bars
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