Employment Retrenchment Agreement

Employment Retrenchment Agreement

This Employment Retrenchment Agreement (the "Agreement") is entered into as of Effective Date: by and between Employer Name: , with principal place of business at , and Employee Name: , residing at , who was employed as .

RECITALS

WHEREAS, Employer has determined that for legitimate business reasons it is necessary to reduce workforce or reorganize operations, and such actions include termination of certain positions including the position held by Employee;

WHEREAS, Employee's employment will terminate effective on Termination Date: (the "Termination Date"), and the parties wish to set forth the terms of separation, severance and related obligations to avoid disputes;

WHEREAS, Employee accepts the terms of separation set forth in this Agreement in exchange for the severance and other consideration described below.

NOW THEREFORE, in consideration of the mutual covenants, promises and releases contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following defined terms shall apply: "Effective Date" means the date first written above; "Claims" means any and all claims, demands, suits, causes of action, liabilities, losses or damages, whether known or unknown, legal or equitable, arising under federal, state or local law, contract, tort or otherwise, to the fullest extent permitted by law.

2. TERMINATION

Employee's employment shall terminate as of the Termination Date specified above. Employee acknowledges that Employer has provided notice of termination in accordance with any applicable internal policies and that Employee's final day of active work and access to Employer systems shall be as of the Termination Date.

3. SEVERANCE PAYMENT

Employer shall pay Employee a severance payment in the gross amount set forth above, less applicable payroll deductions and withholdings, subject to Employee's full execution and non-revocation of this Agreement and compliance with the post-employment obligations herein. Payment shall be made as indicated below:

Lump sum payment payable on the first regular payroll date occurring not later than .

Installments: Employer will pay the severance in monthly installments of beginning on .

4. ACCRUED COMPENSATION AND FINAL PAY

Employer shall pay Employee all accrued but unpaid salary, accrued vacation or paid time off, reimbursement of business expenses properly submitted, and other earned amounts through the Termination Date. The final paycheck will be issued on or before Final Pay Date: , subject to applicable deductions and withholdings.

5. BENEFITS

Employer will continue Employee's participation in group health and welfare plans in accordance with plan terms and applicable law through Benefit Continuation End Date: . Thereafter Employee may be entitled to elect continuation coverage where applicable at Employee's expense in accordance with plan documents and law.

6. RELEASE OF CLAIMS

In consideration of the payments and benefits provided under this Agreement, Employee, on behalf of Employee and Employee's heirs, executors, administrators and assigns, hereby releases and forever discharges Employer and its past and present subsidiaries, affiliates, officers, directors, employees, agents, successors and assigns (collectively, the "Released Parties") from any and all claims, demands, actions, causes of action, suits, obligations and liabilities of any kind, whether known or unknown, suspected or unsuspected, asserted or unasserted, which Employee has or may have arising out of or related to Employee's employment or termination thereof through the Effective Date, except for any rights that cannot be waived by applicable law such as vested pension or retirement benefits and any unemployment compensation claims.

Employee acknowledges that the consideration provided in this Agreement is in addition to any amounts to which Employee is otherwise entitled and that Employee has been given a reasonable period to consider this Agreement.

7. CONFIDENTIALITY

Employee acknowledges Employee's continuing obligations under any prior confidentiality, proprietary information or invention assignment agreements. Employee agrees to keep the terms, amounts and circumstances of this Agreement strictly confidential, except as required by law, directed by a court or to immediate family, legal counsel or tax advisors who are informed of the confidentiality obligation.

8. NON-DISPARAGEMENT

Employee agrees not to make any malicious or disparaging statements, whether written or oral, about the Released Parties, their products, services, officers, directors or employees. Employer agrees that it will not make disparaging public statements about Employee.

9. RETURN OF PROPERTY

Employee shall return all Employer property, including keys, access cards, computers, phones, documents and confidential information, by Return Date: . Employee warrants that, except for Employee's personal property, no Employer property is retained.

10. COOPERATION

Employee agrees to cooperate reasonably with Employer following the Termination Date with respect to matters reasonably related to Employee's duties prior to termination, including transition of projects, provided that such cooperation shall not unreasonably interfere with Employee's efforts to obtain other employment.

11. TAXES

All amounts payable under this Agreement shall be subject to applicable tax withholdings and reporting. Employee is solely responsible for payment of any taxes due on amounts paid to Employee pursuant to this Agreement and for any tax reporting obligations that may arise.

12. NOTICES

Any notice required or permitted under this Agreement shall be in writing and delivered personally, by certified mail (return receipt requested), or by nationally recognized overnight courier to the addresses provided in the opening paragraph, or to such other address as either party designates by notice to the other.

13. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state of , without regard to principles of conflicts of law.

14. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings and representations, whether written or oral, relating to the subject matter herein.

15. SEVERABILITY

If any provision of this Agreement is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be modified or severed to the minimum extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.

16. AMENDMENTS; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver of that provision. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one instrument.

17. MISCELLANEOUS

Employee acknowledges that Employee has had the opportunity to seek independent legal counsel prior to executing this Agreement and has been provided a reasonable period to consider its terms.

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