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Termination Severance Agreement

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Governing Law: California     Date: 2/3/2011
Industry: Electronic Instr. and Controls     Sector: Technology

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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 Executive from recovering such monetary relief from the Company); (2) 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 Executive); and (3) 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"). 6. Acknowledgment of Waiver of Claims under ADEA. Executive understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 ("ADEA"), and that this waiver and release is knowing and voluntary. Executive understands and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Executive understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to which Executive was already entitled. Executive further understands and acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one (21) days within which to consider this Agreement; (c) he has seven (7) days following his execution of this Agreement to revok

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