Sample Business Contracts

Severance Agreement - Artisan Components Inc. and Harry Dickinson

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                            ARTISAN COMPONENTS, INC.

                               Severance Agreement

        This Agreement is made by and between Artisan Components, Inc. (the
"Company") and Harry Dickinson ("Executive") as of the date set forth below.

        WHEREAS, the Company has employed Executive as the Company's Chief
Operating Officer, Strategy and Business Development, effective as of June 4,
2001, and

        WHEREAS, the Company and the Executive understand and acknowledge that
Executive's employment with the Company constitutes "at-will" employment, and
that the employment relationship may be terminated at any time, with or without
good cause or for any or no cause, at the option either of the Company or the

        NOW THEREFORE, the Company and the Executive hereby agree as follows:

        1.      Definition of Constructive Termination of Employment in the
                Event of a Change of Control of Company. "Constructive
                Termination" is defined as one of the following events occurring
                following a Change in Control of the Company: (i) a material
                reduction in salary or benefits, (ii) a material change in
                responsibilities from those of the Chief Operating Officer,
                Strategy and Business Development, (iii) a requirement to
                relocate, except for office relocation that would not increase
                the Executive's current one-way commute distance by more than
                thirty (30) miles or (iv) subjection of Executive to
                unreasonable working conditions, such as violation of
                Executive's civil rights, defamation of Executive, intentional
                infliction of emotional distress, coercion to condone, tolerate
                or participate in illegal or immoral acts, or similar

        2.      Definition of Change of Control of Company. "Change of Control
                of the Company" is defined as:

                (a)     Any "person" (as such term is used in Sections 13(d) and
                        14 (d) of the Securities Exchange Act of 1934, as
                        amended) is or becomes the "beneficial owner" (as
                        defined in Rule 13d-3 under said Act), directly or
                        indirectly, of securities of the Company representing
                        50% or more of the total voting power represented by the
                        Company's then outstanding voting securities; or

                (b)     A change in the composition of the Board of Directors of
                        the Company occurring within a two-year period, as a
                        result of which fewer than a majority of the directors
                        are Incumbent Directors. "Incumbent Directors" shall
                        mean directors who either (A) are directors of the
                        Company as of the date hereof, or (B) are elected, or
                        nominated for election, to the Board of Directors of the
                        Company with

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                        the affirmative votes of a least a majority of the
                        Incumbent Directors at the time of such election or
                        nomination (but shall not include an individual whose
                        election or nomination is in connection with an actual
                        or threatened proxy contest relating to the election of
                        directors to the Company); or

                (c)     The date of the consummation of a merger or consolation
                        of the Company with any other corporation that has been
                        approved by the stockholders of the Company, other than
                        a merger or consolidation which would result in the
                        voting securities of the Company outstanding immediately
                        prior thereto continuing to represent (either by
                        remaining outstanding or by being converted into voting
                        securities of the surviving entity) at least fifty
                        percent (50%) of the total voting power represented by
                        the voting securities of the Company or such surviving
                        entity outstanding immediately after such merger or
                        consolidation, or the stockholders of the Company
                        approve a plan of complete liquidation of the Company or
                        an agreement for the sale or disposition by the Company
                        of all or substantially all the Company's assets.

        3.      Termination Incident to a Change of Control of the Company. In
                the event of a Change of Control of the Company, followed within
                six (6) months thereafter by the Constructive Termination or
                involuntary termination of Executive's employment with the
                Company or its successor entity without Cause, (i) Executive
                shall be entitled to receive a cash payment of severance pay
                (less applicable withholding taxes and deductions) representing
                an amount equal to ninety (90) days of base salary for each full
                year of service, up to a maximum of six (6) months; (ii)
                Executive's employee benefits shall continue on the same terms
                and conditions as during Executive's employment for the
                severance period or until Executive is eligible for alternative
                health care benefit. Upon becoming eligible for alternative
                health care benefits, Executive shall immediately notify the
                Company and the Executive's benefits shall cease. These benefits
                includes health insurance, 401K deductions, health care spending
                and dependant care spending account, life insurance, AD&D; and
                (iii) Executive's outstanding portion of the stock option grant
                of 240,000 shares of Common stock shall become 50% vested.

        4.      Enforcement. In the event of any action to enforce the terms of
                this Agreement, the prevailing party in such action shall be
                entitled to such party's reasonable costs and expenses of
                enforcement including, without limitation, reasonable attorney's

        5.      Entire Agreement. This Agreement, the Stock Option Plan, the
                Option Agreement, and the Proprietary Information Agreement of
                even date herewith represent the entire agreement and
                understanding between the Company and Executive concerning
                Executive's employment relationship with the

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                Company, supersedes and replaces any and all prior agreements
                and understandings concerning Executive's employment
                relationship with the Company.

        6.      No Oral Modification, Cancellation or Discharge. This Agreement
                may only be amended, canceled or discharged in writing signed by
                Executive and the Company.

        7.      Governing Law. This Agreement shall be governed by the laws of
                the State of California.

        8.      Effective Date. This Agreement is effective immediately after it
                has been signed.

        9.      Acknowledgement. Executive acknowledges that he has had the
                opportunity to discuss this matter with and obtain advise from
                his private attorney, has had sufficient time to, and has
                carefully read and fully understands all the provisions of this
                Agreement, and is knowingly and voluntarily entering into this

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
June 7, 2001.


By:  /s/ Mark Templeton
     Mark R. Templeton
     President & Chief Executive Officer


By:  /s/ Harry Dickinson