Exhibit 10.1
SEVERANCE
AGREEMENT
In exchange for the promises and covenants
contained herein, MathStar, Inc., a Delaware corporation (the
“Company”), and Douglas Pihl (“Employee”)
hereby agree as follows:
1.
Definitions
. We intend
all words used in this Severance Agreement
(“Agreement”) to have their plain meanings in ordinary
English. Specific terms we use in this Agreement have the
following meanings:
A.
Employee
, as used herein,
shall include the undersigned Employee and anyone who has obtained
any legal rights or claims through the undersigned
Employee.
B.
Company
, as used herein,
shall at all times mean MathStar, Inc., its parent company,
its subsidiaries, successors and assigns, its affiliated and
predecessor companies, their successors and assigns, their
affiliated and predecessor companies, and the present or former
directors, officers, employees, representatives, and agents
(including, without limitation, its accountants and attorneys) of
any of them, whether in their individual or official capacities,
and the current and former trustees or administrators of any
pension or other benefit plan applicable to employees or former
employees of the Company, in their official or individual
capacities.
C.
Employee’s
Claims , as used herein, means all
of the rights Employee has now to any relief of any kind from the
Company, whether or not Employee now knows about those rights,
arising out of his employment with the Company and his separation
from employment with the Company, including, without limitation,
claims arising under the Age Discrimination in Employment Act, as
amended by the Older Worker Benefit Protection Act; the Oregon
civil rights laws codified in Oregon Revised Statute sections
659A.100, et seq .; the Americans with Disabilities Act;
Title VII of the Civil Rights Act of 1964, as amended; or other
federal, state or local civil rights laws; all claims for alleged
breach of fiduciary duty under Section 409 of the Employee
Retirement Income Security Act allegedly impairing the value of
Employee’s accounts under any qualified retirement plan
sponsored by MathStar, Inc.; claims for breach of contract;
fraud or misrepresentation; defamation, intentional or negligent
infliction of emotional distress; breach of covenant of good faith
and fair dealing; promissory estoppel; negligence; wrongful
termination of employment; and any other claims for unlawful
employment practices.
2.
Separation
Date . Employee’s last
day of work for Company shall be on a date to be determined by the
Company (“Separation Date”).
3.
Company’s Obligations
and Severance Agreements . In consideration for
Employee’s promises contained herein, specifically including,
but not limited to, the release of all claims by Employee and
Employee’s promises to refrain from disclosing confidential
information of the Company, the Company agrees as
follows:
A.
Severance
Payment . The Company agrees to
pay to Employee a Severance payment of $216,285.60
(“Severance Payment”), which is equal to twelve (12)
months of Employee’s base salary calculated at
Employee’s regular rate of pay as of the date of
this
Agreement.
This Severance Payment will be payable in one lump sum
after the
expiration of the Rescission Period, as hereinafter defined.
The Severance Payment shall be subject to all federal and state
withholding taxes and FICA. This payment will be made no
later than July 31, 2008.
B.
Medical Insurance
Benefits . The
Company, pursuant to federal and state law, will provide, for a
period of eighteen (18) months following the effective date of
Employee’s termination (“COBRA Period”), a
continuation of the group medical insurance coverage previously
provided to Employee by the Company, entirely at Employee’s
expense.
C.
Salary . Effective August 1, 2008, the
Employee will retain current salary plan, all current benefit
plans, and will remain the Chief Executive Officer and Corporate
Officer until further notice by the Board of Directors.
4.
Employee
Obligations . As material
inducement to Company in entering into this Agreement and providing
the consideration described in Section 3, Employee hereby
agrees as follows:
A.
Release
. Employee
agrees to release all Employee’s Claims. Employee
acknowledges that the money and promises received and to be
received by Employee are in exchange for the release of
Employee’s Claims.
B.
Covenant Not
To Sue . Employee agrees that
he will not initiate any litigation to pursue claims which Employee
released in Section 4.A. This covenant does not apply to
litigation challenging the validity of Section 4.A.
Excluded from this covenant are any claims which cannot be waived
by law, including, without limitation, the right to file a charge
with or participate in any investigation conducted by the Equal
Employment Opportunity Commission (“EEOC”) or any state
or local agency. Employee agrees to waive, however, his right
to any monetary recovery should the EEOC or any state or local
agency pursue any claims on Employee’s behalf. Further,
employee agrees to pay C
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