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Separation Agreemeent - Phoenix Technologies Ltd. and George Adams

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                      PERSONAL AND CONFIDENTIAL INFORMATION


                              SEPARATION AGREEMEENT

This Agreement is entered into between Phoenix Technologies Ltd., a Delaware
corporation ("Phoenix") and George Adams ("Employee") to be effective as of
January 31, 1999 (the "Agreement Date"). Employee, based on his own
considerations, including the terms set forth in this Agreement, has decided to
voluntarily enter into this Agreement providing for the separation of his
employment, certain amounts of pay in lieu of notice, certain other rights and
obligations, and the release of all pending legal claims.

In consideration of the mutual agreements and covenants set forth below,
Employee and Phoenix agree as follows:

     1.   RESIGNATION. Employee hereby submits his resignation effective
          on January 31, 1999.

     2.   COMPENSATION.

          a.   REGULAR PAY. Employee shall continue to receive his base
               salary rate of $145,000 per year in effect on the Agreement
               Date until his employment responsibilities terminate on
               January 31, 1999 ("Separation Date"). This amount will be paid
               according to Phoenix's regular, semi-monthly payroll schedule.

          b.   CONTINUATION PAY. Employee shall continue to receive his base
               salary of $145,000 per year, the rate in effect on the
               Separation Date ("Base Salary"), for twelve (12) months beyond
               Separation Date. This amount will be paid according to
               Phoenix's regular, semi-monthly payroll schedule.

               Phoenix will pay for Employee's Health Benefits coverage,
               defined below, during the Continuation Period.

          c.   CONTINGENT PAY. If Employee has not obtained Re-employment by
               January 31, 2000, Employee will continue to receive his Base
               Salary for up to the earlier of July 31, 2000, or the date on
               which Employee obtains Re-employment.

               For the purposes of this Agreement, the "Continuation Period"
               shall mean any time during which Employee is receiving
               Continuation Pay or Contingent Pay. For the purposes of this
               Agreement, "Final Date" means July 31, 2000 or the date at
               which Contingent Pay ends, whichever is earlier.

          d.   LOAN FORGIVENESS. Phoenix will forgive the balance remaining
               (and gross-up in the same manner as done in previous years) on
               the loan made to Employee in connection with his relocation to
               California.

          e.   VACATION PAY. Employee shall receive payment for any remaining
               accrued but unused vacation on the Separation Date.

          f.   STOCK OPTIONS. Phoenix will grant Employee a new option for
               10,000 shares effective as of and at the exercise price
               applicable on the date such grant is approved by the
               Compensation Committee of the Board of Directors. Employee's
               new option shall vest according to the standard vesting
               schedule, and option vesting will continue for the duration of
               Employee participation on the Phoenix Advisory Board ("PAB").

<PAGE>

     3.   DEDUCTIONS. Employee authorizes Phoenix to deduct from sums due
          hereunder all applicable and customary amounts, including, without
          limitation, taxes, benefits plan payments, advances or other sums
          due Phoenix.

     4.   BENEFITS.

          a.   CONTINUING HEALTH BENEFIT PLANS. Phoenix will pay for
               employee's continued health coverage under the terms of
               Phoenix's benefits plans at the same coverage level in effect
               on the Agreement Date through the Separation Date. After the
               Separation Date, Phoenix will pay the costs of COBRA at the
               same coverage level in effect on the Agreement Date through
               the Continuation Period. Employee will have the option to
               assume the costs of continued coverage under COBRA or decline
               continued coverage after the Continuation Period.

          b.   OTHER BENEFIT PLANS. Employee's current stock options will
               continue to vest according to the terms of such options.
               Employee will be able to continue to participate in Phoenix's
               401(k) plan, including company match, and the Employee Stock
               Purchase Plan (ESPP) until the Separation Date. Employee will
               continue to accrue vacation and sick leave until the
               Separation Date.

     5.   OTHER OBLIGATIONS AFTER AGREEMENT DATE.

          a.   CONSULTING ARRANGEMENT. Employee will serve as a member of the
               PAB through July 31, 2000. The parties have entered into the
               Consulting Agreement shown in Exhibit A, which will provide
               for the payment of consulting fees where Employee participates
               in pre-authorized activities. Employee will not receive
               additional compensation for PAB meetings occurring less than
               250 miles from his home. When PAB meetings are over 250 miles
               from his home, Employee will receive consulting fees in the
               amount of $1,200 per diem. Employee will also be reimbursed
               for travel costs and related expenses for such activities and
               PAB meetings under the terms of Phoenix's standard
               reimbursement policy. Phoenix will have sole discretion
               whether to request Employee's participation in activities and
               PAB meetings.

          b.   CERTAIN OFFICE EQUIPMENT. Employee will have the full use,
               along with the technical support and maintenance Phoenix
               normally provides its employees for such equipment, of the
               Fujitsu notebook PC and related accessories, HP5P Printer, Zip
               Drive, tape recorder and pager he is currently using through
               the Final Date, at no cost to Employee. Employee will also
               have the option to purchase such equipment at Phoenix's
               then-current book value for those items upon the Final Date.

          c.   ACCESS TO ELECTRONIC COMMUNICATION. Phoenix will give Employee
               access to voicemail and electronic mail at Employee's current
               phone number and email address until the Final Date.

          d.   TRANSITION ASSISTANCE. From the Separation Date through March
               31, 1999, Employee shall make himself available to Phoenix to
               assist in reasonable requests relating to the transition of
               Employee's work responsibilities at Phoenix to other
               employees, to answer questions regarding matters assigned to
               him prior to the Separation Date and to otherwise assist
               Phoenix in transferring his responsibilities to others within
               Phoenix. Employee will receive additional compensation for
               such assistance, as described in Exhibit A.

          e.   OUTPLACEMENT ASSISTANCE. Phoenix will pay for professional
               outplacement service assistance in resume preparation,
               interview skills, and search techniques valued at an amount
               not to exceed $7,500. Phoenix will reimburse Employee for
               reasonable telephone expenses for search related activities
               until the Final Date.

<PAGE>

          f.   EXIT INTERVIEW. If requested, Employee agrees to participate
               in Phoenix's exit interview process. At the exit
               interview, Employee will complete applicable paperwork,
               and return Phoenix property, except as shown in section
               5b above, including without limitation and if applicable
               his keys, credit and telephone calling cards.

          g.   EXPENSE REPORTS. Employee will submit, within 30 days after
               Separation Date, all expense reports for travel or other
               expenses applicable through Separation Date. On approval by
               Employee's manager, Phoenix will reimburse the Employee for
               such expenses in accordance with Phoenix's policy on
               reimbursement for such expenses.

          h.   COVENANT NOT TO SOLICIT. Upon the termination of the
               Employee's employment with the Company pursuant to Section 1
               and until the Final Date, Employee agrees that he shall not
               either directly or indirectly solicit, induce, attempt to
               hire, recruit, encourage, take away, hire any employee of the
               Company or cause any employee of the Company to leave his or
               her employment either for Employee or for any other entity or
               person.

     6.   CONFIDENTIALITY.

          a.   EMPLOYEE OBLIGATIONS REGARDING THIS AGREEMENT. Employee agrees
               that he will not disclose, for any purpose, at any time,
               except as required by a valid court order, any specific terms
               of this Agreement to any person except his immediate family,
               and personal legal and tax advisors.

          b.   EMPLOYEE OBLIGATIONS REGARDING PHOENIX CONFIDENTIAL
               INFORMATION. Employee agrees that he will not disclose, for
               any purpose, at any time, except as required by a valid court
               order, any Confidential Information he knows of the Company.
               Such "Confidential Information" includes trade secrets,
               know-how, inventions, computer programs, source code,
               marketing information, and any other information designated
               "Phoenix Confidential" and which is not generally available to
               the public. The provisions of this paragraph shall apply until
               the Final Date.

          c.   PHOENIX OBLIGATIONS. Phoenix agrees that it will not disclose,
               for any purpose, at any time, except as required by a valid
               court order, any specific terms of this Agreement to any
               person except those inside Phoenix who have a need to know,
               and legal and tax advisors. Phoenix will have all reference
               inquiries regarding Employee directed to either the Vice
               President of Human Resources or the Chief Executive Officer.

          d.   NON-DISPARAGEMENT. Subject to the parties' confidentiality
               obligations, Employee and Phoenix agree that they will not
               disparage one another. Any reference checks on Employee will
               be referred to Human Resources, who will confirm factual data,
               including employment dates and titles. Salary and any other
               information will not be disclosed without Employee's prior
               written consent.

     7.   RELEASE. The parties hereby forever waive for themselves, their
          attorneys, heirs, executors, administrators, successors and assigns
          any claim against the other party, including such party's insurers
          and the Company's affiliates, shareholders, officers, directors and
          employees (the "Parties Released"), for any action, loss, expense
          or any damages arising from any occurrence from the beginning of
          time until the date of the signing of this Agreement and arising or
          in any way resulting from Employee's employment with Phoenix or his
          resignation thereof. The only exceptions to the above waiver are
          claims by Employee under any worker's compensation or unemployment
          statutes and any Company or Employee obligation or right arising
          under this Agreement. The parties represent that they have no
          current intention to assert any claim on any basis against the
          Parties Released.

<PAGE>

     8.   ENTIRE AGREEMENT; MODIFICATION. This Agreement constitutes the
          entire agreement between the parties with respect to Employee's
          separation from Phoenix and any obligations owed by either party to
          the other. The terms of this Agreement shall not be amended or
          modified and supersede all previous or contemporaneous written,
          oral or electronic communications.

     9.   EMPLOYEE REPRESENTATIONS. EMPLOYEE STATES THAT HE HAS CAREFULLY
          READ THIS SEPARATION AGREEMENT, THAT HE KNOWS, UNDERSTANDS AND
          ACCEPTS THE TERMS AND CONDITIONS OF THIS DOCUMENT, AND THAT HE
          EXECUTED THIS DOCUMENT OF HIS OWN FREE WILL. EMPLOYEE FURTHER
          REPRESENTS AND AGREES THAT HE HAS BEEN ADVISED BY PHOENIX TO
          CONSULT AN ATTORNEY PRIOR TO EXECUTING THIS SEPARATION AGREEMENT.
          EMPLOYEE UNDERSTANDS AND ACCEPTS THAT THE TERMS CONTAINED IN THIS
          AGREEMENT ARE TO BE A FULL AND FINAL RELEASE OF ALL CLAIMS WITH
          FINAL AND BINDING EFFECT.

    10.   CONDITION.

          a.   EMPLOYEE ACKNOWLEDGES THAT HE HAS BEEN GIVEN A PERIOD OF AT LEAST
               TWENTY-ONE (21) DAYS WITHIN WHICH TO CONSIDER THIS AGREEMENT
               BEFORE SIGNING IT. THE PARTIES AGREE THAT EMPLOYEE SHALL HAVE
               THE RIGHT TO REVOKE THIS AGREEMENT BY WRITTEN NOTICE TO
               PHOENIX WITHIN THE SEVEN-DAY PERIOD FOLLOWING ITS EXECUTION,
               AND THAT THIS AGREEMENT SHALL NOT BECOME EFFECTIVE AND BINDING
               UNTIL SUCH PERIOD HAS EXPIRED. IN THE EVENT THIS AGREEMENT IS
               REVOKED BY EMPLOYEE, EMPLOYEE SHALL RETURN ALL CONSIDERATION
               AND BENEFITS PROVIDED TO EMPLOYEE PURSUANT TO THIS AGREEMENT.

          b.   This Agreement will not become effective until Employee signs
               this Agreement after due consideration, in light of the time
               periods specified in Paragraph 10.a., above. When this Agreement
               has been executed by both parties, it will become effective as of
               the Agreement Date.

    11.   GOVERNING LAWS. It is the intention of the parties hereto that the
          internal laws of the state of California, U.S.A. (irrespective of
          its choice of law principles) shall govern the validity of this
          Agreement, the construction of its terms, and the interpretation
          and enforcement of the rights and duties of the parties hereto. The
          parties hereby agree that any suit to enforce any provision of this
          Agreement or arising out of or based upon this Agreement or the
          business relationship between any of the parties hereto shall be
          brought in the United States District Court for the Northern
          District of California or the Superior or Municipal Court
          jurisdiction in and for the County of Santa Clara, California,
          U.S.A. Each party hereby agrees that such courts shall have
          exclusive IN PERSONAM jurisdiction and venue with respect to such
          party, and each party hereby submits to the exclusive IN PERSONAM
          jurisdiction and venue of such courts.

    12.   BINDING UPON SUCCESSORS AND ASSIGNS. Subject to, and unless
          otherwise provided in this Agreement, each and all of the
          covenants, terms, and provisions and agreements contained herein
          shall be binding upon, and inure to the benefit of, the permitted
          successors, executors, heirs, representatives, administrators and
          assigns of the parties hereto.

    13.   ATTORNEYS' FEES. Should suit be brought or an arbitration action
          commenced to enforce or interpret any part of this Agreement, the
          prevailing party shall be entitled to recover, as an element of the
          costs of suit and not as damages, reasonable attorneys' fees to be
          fixed by the court or

<PAGE>

          arbitrator (including without limitation, costs, expenses and fees
          of any appeal). The prevailing party shall be the party entitled to
          recover its costs of suit, regardless of whether such suit proceeds
          to final judgment. A party not entitled to recover its costs shall
          not be entitled to recover attorneys' fees. No sum for attorneys'
          fees shall be counted in calculating the amount of a judgment for
          purposes of determining if a party is entitled to recover costs or
          attorneys' fees.

The undersigned hereby agree to the terms of this Agreement.

      PHOENIX TECHNOLOGIES LTD.                      EMPLOYEE

  By: /s/ Jack Kay                                   /s/ George Adams
      ------------------------                       --------------------------
      Jack Kay                                           George Adams
      President and CEO


APPROVED BY
LEGAL DEPT. /s/ sa


<PAGE>


                        AGREEMENT FOR CONSULTING SERVICES

Phoenix Technologies Ltd. of 411 E. Plumeria Drive, San Jose, CA 95134
("Phoenix") does hereby retain George Adams residing at 420 Hacienda Court,
Los Altos, CA 94022 ("Consultant") upon the following terms and conditions:

1.      TERM AND TERMINATION

        This Agreement shall be effective as of February 1, 1999 and shall
        continue in effect on a month-to-month basis unless terminated by
        Consultant or Phoenix by written notice.

        The period from February 1, 1999 through March 31, 1999 shall include 16
        days of Transition Assistance and 11 days of Other Activities
        (applicable rates depend on type of activity and location where services
        are performed - see Table 1 below).

        At the beginning of each month, Consultant and Phoenix will set the
        number of days of service to be performed the following month.

        Consultant or Phoenix may terminate this Agreement with 30 days written
        notice for any reason, to be effective on or after April 1, 1999.

2.      SERVICES PROVIDED BY CONSULTANT

        Consultant shall perform the following services:

               Through March 31, 1999, Transition Assistance, as defined in
               Section 5.d. of the Separation Agreement between Consultant and
               Phoenix.

               Other Activities:

               Developing potential strategic business relationships with one or
               more of the following companies: America On-Line, BackWeb, Cisco
               Systems, Lucent Technologies, Network Associates, and Sun
               Microsystems.

               Identifying new potential business and investment opportunities
               for Phoenix for follow up by Consultant or Phoenix employees.

               Reviewing and providing feedback on Phoenix strategic plans and
               proposals.

               Additional services as mutually agreed between Consultant and
               Phoenix.

<PAGE>

3.      COMPENSATION

        In consideration of Consultant's performing the services described
        above, Phoenix shall pay to Consultant the amounts shown in Table 1,
        below.

                           TABLE 1: COMPENSATION RATES


                                                                                          
       ------------------------------------ ------------------------ ------------------------------ ------------------------
                  Type of Activity =>       Phoenix Advisory Board       Transition Assistance         Other Activities
                                                   Meetings                 through 3/31/99
               Location where service is
                       performed
       ------------------------------------ ------------------------ ------------------------------ ------------------------
            Less than 250 miles from             $0.00 per day               $600 per day               $1,200 per day
                Consultant's home
       ------------------------------------ ------------------------ ------------------------------ ------------------------
            More than 250 miles from            $1,200 per day               $900 per day               $1,200 per day
                Consultant's home
       ------------------------------------ ------------------------ ------------------------------ ------------------------


       a.    Any expenses incurred by Consultant shall not be reimbursed to
             consultant without Phoenix's prior written consent. Any and all
             taxes incurred by Consultant under this agreement shall be born by
             Consultant.

       b.    All records necessary to support approved payments or expenses
             pursuant to this Agreement shall be maintained by Consultant on a
             current basis, continuing for one year after the completion of
             Service. Upon reasonable notice, these records shall be made
             available to Phoenix or its agents.

       c.    Consultant shall submit invoices for services rendered on the 15th
             and last day of each month. Phoenix shall pay such valid invoices
             within 10 days of receipt.

4.     OWNERSHIP

       Consultant acknowledges and agrees that all works of authorship created
       within the scope of this Agreement, including but not limited to computer
       programs and documentation, constitute works made for hire and that all
       copyrights, trademarks and any other intellectual property rights in
       those works belong exclusively to Phoenix. To the extent that any such
       works may not be considered works made for hire, Consultant hereby
       assigns and relinquishes all of its right, title and interest therein to
       Phoenix. There shall be no obligation of Phoenix or any of its direct or
       indirect licensees to designate Consultant as author of any such works
       when distributed publicly or otherwise, nor to make any distribution
       thereof. Consultant hereby waives and releases any rights, including
       moral rights, which it may have in those works. Consultant agrees to
       execute any papers and to assist Phoenix in any manner deemed necessary
       by Phoenix to enable Phoenix to register and enforce any intellectual
       property rights in those works.

<PAGE>

5.     INDEPENDENT CONTRACTOR STATUS

       It is expressly agreed and understood that Consultant is performing
       services under this Agreement as an independent contractor, and that
       Consultant is not an employee or agent of Phoenix. Phoenix's liability
       hereunder shall be limited to payment of the fees provided in Section 3
       above for work actually performed.

6.     CONFIDENTIALITY

       In the performance of services under this Agreement with Phoenix,
       Consultant may learn, receive or have access to materials and information
       of Phoenix deemed to be confidential and proprietary information of
       Phoenix, Consultant agrees to maintain all such information in strict
       confidence, not to disclose any such information to any third party
       whatsoever without Phoenix's express written permission, and not to use
       or copy such information except as Phoenix may authorize or direct. This
       section shall apply regardless of whether Phoenix's confidential
       information is created or produced by Consultant or not. Furthermore
       Consultant agrees to be bound by the terms and conditions of the
       Non-Disclosure Agreement attached hereto as Exhibit A.

7.     TAXES

       Consultant shall assume any and all liability for any applicable taxes
       that may arise as a result of this Agreement, including but not limited
       to social security, income tax, and other payroll tax requirements.
       Consultant shall pay estimated taxes on a quarterly basis.

8.     CONDUCT

       Consultant agrees to abide by all specified Phoenix rules and
       regulations. Consultant will perform only the Services identified in
       section 2 and will work only in the geographic areas and building
       locations designated for such services. Consultant also agrees to abide
       by all Federal, State and Local Laws, ordinances and regulations.
       Consultant shall indemnify and hold Phoenix harmless from all claims
       arising out of any noncompliance with this section 8.

9.     COMPETITORS

       a.     During the past two (2) years, Consultant has, or will during the
              term of this agreement render consulting services to the following
              competitor of Phoenix (include nature for service): None

       b.     If, during consultant's Service, Consultant becomes aware of any
              such services to Phoenix's competitor, consultant shall provide
              written notice of Consultant's service to Phoenix pursuant to this
              Agreement.

<PAGE>

10.    INDEMNIFICATION/WAIVER OF RIGHTS

       Consultant agrees to indemnify and hold Phoenix harmless from all claims
       for bodily injury or property damage that may arise from Consultant's
       Service. Consultant waivers all rights against Phoenix for damages
       covered by Consultant's insurance. Consultant shall require all
       subcontractors retained under this Agreement to execute similar waivers.
       Waiver of any breach of this Agreement shall not be implied as a waiver
       of any other breach of this Agreement.

11.    GENERAL

       This Agreement may be amended only in writing by both parties. Neither
       party may assign, without the other party's prior written consent, this
       Agreement or any right or obligation hereunder, and any assignment
       without such prior written consent shall be null and void. This Agreement
       represents the entire understanding of the parties with respect to the
       subject matter hereof, and supersedes all prior written or oral
       agreements with respect to such subject matter. This Agreement shall be
       governed by the laws of the State of California.


PHOENIX TECHNOLOGIES LTD.                     CONSULTANT

By:   /s/ Jack Kay                            By:   /s/ George Adams
      -----------------------------                 ---------------------------

Name:     Jack Kay                            Name:     George Adams
      -----------------------------                 ---------------------------

Title:    CEO                                 Title:    --
      -----------------------------                 ---------------------------

Date:     2/5/99                              Date:     2/5/99
      -----------------------------                 ---------------------------


APPROVED BY
LEGAL DEPT. /s/ sa

<PAGE>


                                    EXHIBIT A
                                       TO
                        AGREEMENT FOR CONSULTING SERVICES

                            NON-DISCLOSURE AGREEMENT
                            ------------------------

This Non-Disclosure Agreement (this "Agreement") is made as of February 1, 1999
by and between Phoenix Technologies Ltd., having a principal place of business
at 411 E. Plumeria Drive, San Jose, CA 95134 ("Phoenix") and George Adams
residing at 420 Hacienda Court, Los Altos, CA 94022 ("Consultant").

In the course of dealings between Phoenix and Consultant, Consultant may learn
or receive from Phoenix "Confidential Information", as that term is later
defined in this Agreement. Consultant and Phoenix desire to establish and set
forth Consultant's obligations with respect to Phoenix's Confidential
Information. In consideration of the foregoing, Consultant and Phoenix agree as
follows:

1.    The term "Confidential Information" shall mean any and all products,
      information, data, know-how and documentation which Consultant learns or
      receives from Phoenix, including but not limited to information regarding
      Phoenix's products and potential strategic business relationships, as
      described in the Agreement For Consulting Services between the parties,
      except that which Consultant can establish by written evidence: (1) was,
      on the date of this Agreement, generally known to the public; or (2)
      became generally known to the public after the date of this Agreement
      other than as a result of the act or omission of Consultant; or (3) was
      contained in documents rightfully known to Consultant prior to Consultant
      learning or receiving same from Phoenix; or (4) is or was disclosed by
      Phoenix to third parties generally without restrictions on use and
      disclosure; or (5) Consultant lawfully received from a third party without
      that third party's breach of agreement or obligation of trust.

2.    Phoenix considers all of its Confidential Information to be confidential
      and proprietary. All Confidential Information shall at all times, and
      throughout the world, remain the property of the Phoenix, exclusively, and
      all applicable rights in patents, copyrights, and trade secrets shall
      remain in Phoenix, exclusively. Consultant shall not permit any person to
      reproduce or copy any portion of the Confidential Information.

3.    Consultant shall not directly or indirectly use any of the Confidential
      Information for any purpose, except to the extent necessary for Consultant
      to perform Consultant's contractual obligations to Phoenix.

4.    Consultant shall not disclose, or permit access to, any portion of the
      Confidential Information to any person except if such person is legally
      bound by a written contract to comply with the provisions of this
      Agreement.

<PAGE>

5.    Consultant shall indemnify Phoenix against all losses and expenses
      incurred by Phoenix, (including but not limited to reasonable counsel
      fees) which result from the breach of any portion of this Agreement by
      Consultant.

6.    This Agreement shall be effective as of the date first written above and
      shall continue in effect at least for five years, and thereafter until
      ninety days after either party receives from the other party written
      notice of termination; however, this Agreement shall remain in effect in
      perpetuity with respect to Confidential Information which Consultant
      learned or received from Phoenix prior to the date of termination.
      Immediately after termination of this Agreement Consultant shall return
      all Confidential Information in tangible form to Phoenix. Consultant shall
      return all Confidential Information and all copies thereof to Phoenix at
      any time promptly upon written request by Phoenix.

7.    This Agreement is the complete and exclusive statement of the agreement
      between the parties and supersedes all prior written and oral
      communications and agreements relating to the subject matter hereof; No
      modification, termination, extension, renewal or waiver of any provision
      of this Agreement shall be effective unless in writing and signed by an
      authorized representative of each party.


AGREED TO AND ACCEPTED BY:

PHOENIX TECHNOLOGIES LTD.                     CONSULTANT

By:   /s/ Jack Kay                            By:   /s/ George Adams
      -----------------------------                 ---------------------------

Title:    CEO                                           George Adams
      -----------------------------

Date:     2/5/99                              Date:     2/5/99
      -----------------------------                 ---------------------------


APPROVED BY
LEGAL DEPT. /s/ sa