Severance Agreement between Maxwell Technologies, Inc. and George (March 27, 2012)
This agreement outlines the terms of George's employment termination from Maxwell Technologies, Inc., effective April 6, 2012. George will receive a lump sum severance payment, accrued salary and vacation pay, extended health insurance coverage under COBRA, and additional stock option vesting and exercise rights. In return, George agrees to release the company from any claims related to his employment or its termination. The agreement also confirms that certain prior agreements remain in effect and that George is advised to consult an attorney before signing. There are specific timeframes for review and revocation of the agreement.
Exhibit 10.1
MAXWELL TECHNOLOGIES, INC.
March 27, 2012
Dear George:
This letter (the Agreement) confirms the agreement between you and Maxwell Technologies, Inc. (the Company) regarding the termination of your employment with the Company.
1. Termination Date. Your employment with the Company will terminate on April 6, 2012 (the Termination Date).
2. Effective Date and Revocation. You have up to 21 days after you receive this Agreement to review it. You are advised to consult an attorney of your own choosing (at your own expense) before signing this Agreement. Furthermore, you have up to seven days after you sign this Agreement to revoke it. If you wish to revoke this Agreement after signing it, you may do so by delivering a letter of revocation to me. If you do not revoke this Agreement, the eighth day after the date you sign it will be the Effective Date. Because of the seven-day revocation period, no part of this Agreement will become effective or enforceable until the Effective Date.
3. Salary and Vacation Pay. On the Termination Date, the Company will pay you $114,067.93 (less all applicable withholding taxes and other deductions). This amount represents all of your salary earned through the Termination Date and all of your accrued but unused vacation time. You acknowledge that the only payments and benefits that you are entitled to receive from the Company in the future are those specified in this Agreement.
4. Severance Pay. Although you otherwise would not have been entitled to receive any lump sum severance payment from the Company, the Company will make a lump sum severance payment to you of $190,670.08, less all applicable withholding taxes, after the Effective Date. This amount is equal to seven (7) months of your current base salary.
5. COBRA Premiums. You will receive information about your right to continue your group health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (COBRA) after the Resignation Date. In order to continue your coverage, you must file the required election form. Although you otherwise would not have been entitled to any continuation of Company-paid health insurance, if you sign this Agreement and elect to continue group health insurance coverage, the Company will pay the monthly premium under COBRA for you and, if applicable, for your dependents until the earliest of (a) October 6, 2012, (b) the expiration of your continuation coverage under COBRA or (c) the date when you become eligible for substantially equivalent health insurance in connection with new employment or self-employment. If necessary to avoid adverse tax consequences under the United States Internal
Revenue Code of 1986, as amended, the Company will treat such payments or reimbursements as compensatory income taxable to you.]
6. Option. On August 3, 2009, the Company granted you an option to purchase 100,000 shares of its Common Stock (the Option). As of the Termination Date, you will be vested in 50,000 of the shares that are subject to the Option. If you sign, and do not revoke, this Agreement, you will become vested in 25,000 additional shares (for a total of 75,000 vested shares), commencing on the date immediately prior to the Termination Date and such additional shares shall vest at the same rate as if you continued to be employed with the Company for the six month period following the Termination Date (such additional 25,000 shares will vest on August 3, 2012). In consideration for your execution of this Agreement, the Company shall also extend the post-termination exercise period applicable to the vested shares subject to the Option until December 5, 2012. You acknowledge, understand and agree that to the extent that the Option qualifies as an incentive stock option within the meaning of Section 422(d) of the Internal Revenue Code of 1986, as amended, it will continue to do so until the date that is three months following the Termination Date. As a result of the extension of your Option as described above, the Option will be treated as a nonstatutory stock option and you will need to satisfy all applicable federal and state income and employment withholding taxes incurred in connection with any exercise of the Option, effective as of the Effective Date. In all other respects, the Stock Option Agreement dated August 3, 2009, between you and the Company will remain in full force and effect, and you agree to remain bound by that Agreement. Following the Termination Date, you will not vest in any additional restricted shares pursuant to your restricted stock awards, and all such unvested shares will be forfeited and returned to the Company as of the Effective Date. You acknowledge and agree that you have no stock rights in the Company other than those enumerated in this paragraph.
7. Release of All Claims. In consideration for receiving the lump sum severance payment, COBRA premium payments and the additional stock option vesting and extension of the Option exercise period as described in Paragraphs 4, 5, 6, above, to the fullest extent permitted by law, you waive, release and promise never to assert any claims or causes of action, whether or not now known, against the Company or its predecessors, successors or past or present subsidiaries, stockholders, directors, officers, employees, consultants, attorneys, agents, assigns and employee benefit plans with respect to any matter, including (without limitation) any matter related to your employment with the Company or the termination of that employment, including (without limitation) claims to attorneys fees or costs, claims of wrongful discharge, constructive discharge, emotional distress, defamation, invasion of privacy, fraud, breach of contract or breach of the covenant of good faith and fair dealing and any claims of discrimination or harassment based on sex, age, race, national origin, disability or any other basis under Title VII of the Civil Rights Act of 1964, the California Fair Employment and Housing Act, the Age Discrimination in Employment Act of 1967, the Americans with Disabilities Act and all other laws and regulations relating to employment. However, this release covers only those claims that arose prior to the execution of this Agreement and only those claims that may be waived by applicable law. Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement.
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8. Waiver. You expressly waive and release any and all rights and benefits under Section 1542 of the California Civil Code (or any analogous law of any other state), which reads as follows:
A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.
9. No Admission. Nothing contained in this Agreement will constitute or be treated as an admission by you or the Company of liability, any wrongdoing or any violation of law.
10. Other Agreements. At all times in the future, you will remain bound by your Proprietary Information and Inventions Agreement with the Company, which you signed on April 26, 2006, and a copy of which is attached as Exhibit A. You and the Company also agree that Sections 5, 7, 8, 16 and 18 of your Employment Agreement with the Company dated September 21, 2009 (as amended) shall remain in full force and effect at all times in the future. In addition, the Company shall continue to indemnify you in accordance with the Companys standard indemnification policy for its officers and directors and any prior indemnification agreements between you and the Company. Except as expressly provided in this Agreement, this Agreement renders null and void all prior agreements between you and the Company and constitutes the entire agreement between you and the Company regarding the subject matter of this Agreement. This Agreement may be modified only in a written document signed by you and a duly authorized officer of the Company.
11. Company Property. You represent that you have returned to the Company all property that belongs to the Company, including (without limitation) copies of documents that belong to the Company and files stored on your computer(s) that contain information belonging to the Company.
12. Confidentiality of Agreement. You agree that you will not disclose to others the existence or terms of this Agreement, except that you may disclose such information to your spouse, attorney or tax adviser if such individuals agree that they will not disclose to others the existence or terms of this Agreement.
13. Mutual Non-Disparagement. You agree that you will never make any negative or disparaging statements (orally or in writing) about the Company or its stockholders, directors, officers, employees, products, services or business practices, except as required by law. The Company agrees that its officers and directors will never make any negative or disparaging statements (orally or in writing) about you to any party outside of the Company, except as required by law.
14. Severability. If any term of this Agreement is held to be invalid, void or unenforceable, the remainder of this Agreement will remain in full force and effect and will in no
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way be affected, and the parties will use their best efforts to find an alternate way to achieve the same result.
15. Choice of Law. This Agreement will be construed and interpreted in accordance with the laws of the State of California (other than their choice-of-law provisions).
16. Execution. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one agreement. Execution of a facsimile copy will have the same force and effect as execution of an original, and a facsimile signature will be deemed an original and valid signature.
Please indicate your agreement with the above terms by signing below.
Very truly yours, | ||
MAXWELL TECHNOLOGIES, INC. | ||
By: | /s/ David J. Schramm | |
David J. Schramm | ||
President and Chief Executive Officer |
I agree to the terms of this Agreement, and I am voluntarily signing this release of all claims. I acknowledge that I have read and understand this Agreement, and I understand that I cannot pursue any of the claims and rights that I have waived in this Agreement at any time in the future.
/s/ George Kreigler III | ||
Signature of George Kreigler | ||
Dated: March 29, 2012 |
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EXHIBIT A
INVENTION & SECRECY AGREEMENT
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INVENTION & SECRECY AGREEMENT
EXHIBIT A
The undersigned warrants that the following is a complete description of all inventions, improvements, trade secrets and secret processes including patents and patent applications thereon, which the undersigned made, invested or conceived prior to entering the employ of MAXWELL and which are specifically excluded from coverage of the Invention and Secrecy Agreement between the undersigned and MAXWELL dated on April 26, 2006, as provided in paragraph 4 thereof:
George Kreigler III | /s/ George Kreigler III | |||||
EMPLOYEE NAME | EMPLOYEE SIGNATURE | |||||
EXCLUSIONS ACCEPTED FOR MAXWELL BY: | ||||||
NAME | SIGNATURE | |||||
DATE |
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