Severance Agreement - Artisan Components Inc. and Joy Leo
ARTISAN COMPONENTS, INC.
Severance Agreement
This Agreement is made by and between Artisan Components, Inc. (the
"Company") and Joy Leo ("Executive") as of the date set forth below.
WHEREAS, the Company has employed Executive as the Company's Chief
Financial Officer, effective as of September 11, 2000, 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
Executive,
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 Financial Officer of the Company,
(iii) a requirement to relocate, except for office relocation that would not
increase the Executive's current one-way commute distance by more than
twenty-five (25) 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 conditions.
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 the affirmative votes of at 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
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(c) The date of the consummation of a merger or consolidation 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) representing an amount equal to six months at a
rate equal to his base salary rate as then in effect, plus any targeted bonus
amount pro rated for such six (6) month period as determined by the Board of
Directors of the Company, and (ii) Executive's option to purchase 220,000 shares
of Common Stock shall become 100% 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 attorneys' fees.
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 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.
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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 advice 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 Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
September 11, 2000.
ARTISAN COMPONENTS, INC.
By: /s/ MARK R. TEMPLETON
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Mark R. Templeton
President
JOY LEO
/s/ [Signature Illegible]
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