Nll/agrmt/erlseraw
Exhibit 10.2
SETTLEMENT AGREEMENT AND GENERAL RELEASE
This Settlement Agreement and General Release (hereinafter "Agreement") is
entered into as of this 31st day of January, 2002 ("Effective Date"), by and
between Richard A. Wilson (hereinafter "Employee") and National Semiconductor
Corporation (hereinafter "Company").
WHEREAS, Employee and the Company have agreed that Employee's active duties
in the position of Senior Vice President, Human Resources at the Company were
discontinued effective as of January 28, 2002; and
WHEREAS, Company desires to provide certain benefits to Employee in
connection with Employee's work status on the terms specified herein; and
WHEREAS, Company and Employee acknowledge that the benefits specified
herein are greater than Employee would otherwise be entitled to upon termination
of his employment;
WHEREAS, Company and Employee desire to settle fully and finally all
differences between them; and
WHEREAS, Company and Employee desire to mutually release each other;
NOW, THEREFORE, in consideration of the mutual covenants and promises set
forth herein, Employee and Company agree as follows:
1. From January 28, 2002 through March 2, 2002, Employee will provide
transition support to the Company as needed upon reasonable notice. During this
transition period, Employee shall continue to have access to and the use of the
Company's email and voicemail systems. Effective as of March 2, 2002
("Resignation Date"), Employee shall resign as an active employee and shall be
relieved of any further obligations to perform on going day-to-day services at
or on behalf of the Company. Employee agrees to resign all formal positions held
by Employee in the Company or any of its subsidiaries. In consideration of
mutual benefits received, the parties agree that during the period that the
Company is paying Employee's salary pursuant to paragraph 2 below, Employee will
continue to be considered to be an employee of the Company and shall not engage
in full-time employment (not including consulting) with any company other than
the Company. During this period, the Company retains the right and the
discretion to direct Employee to perform mutually agreeable services. In the
event that such services are requested, the Company must notify Employee in
writing the nature of the services requested and the time period for which such
services are to be performed.
2. Subject to the limitation set forth below, from and after the
Resignation Date the Company will continue to pay Employee's salary (at current
levels) and all associated benefits, including but not limited to those benefits
listed on Exhibit A, for an additional period of one year, ending on the one
year anniversary of the Resignation Date. The Company's internal records shall
reflect that Employee's employment terminated as a result of voluntary
resignation from all duties and obligations on the date that salary and benefits
end. This date shall be referred to as the "Termination Date." At any time prior
to the end of this one year period, Employee may elect to terminate the
employment relationship by so notifying the Company's Vice President, Human
Resources. In such case, the effective date of such notification shall become
the Termination Date and Company shall pay to Employee in a lump sum the amount
of additional salary, including amounts due under the Executive Officer
Incentive Plan ("EOIP") for fiscal years 2002 and 2003, (but not benefits) that
would otherwise have been paid to Employee through the one year period after the
Resignation Date. Employee's stock options will continue to vest through the
Termination Date, in accordance with the terms of the relevant stock option
agreements.
3. If Employee accepts full time employment (not including consulting)
outside of the Company, Employee shall notify the Company's Vice President,
Human Resources and the effective date of such notification shall become the
Termination Date. At that time, the Company shall pay to Employee in a lump sum
the amount of additional salary, including amounts due under the Executive
Officer Incentive Plan ("EOIP") for fiscal years 2002 and 2003, (but not
benefits) that would otherwise have been paid to Employee through the one year
period after the Resignation Date.
4. Employee will be eligible for an EOIP award for fiscal year 2002.
Employee's accomplishment score for fiscal 2002 shall be the average of all
Executive Staff scores and Employee's Target Incentive Level will be 60%. The
EOIP award for fiscal 2002, if any, will be paid in accordance with the terms of
the EOIP at the same time all other EOIP participants receive their payments.
Employee will also be paid an EOIP award for fiscal year 2003 calculated at 75%
of target (Target Incentive Level of 60%) which will be paid in accordance with
the provisions of the EOIP at the same time all other participants receive their
payments.
5. Employee and Company acknowledge that Employee is eligible for
retirement under all Company benefit plans, including stock option plans, on and
after April 2, 2002 (the affected benefit plans are listed on Exhibit B hereto).
Both parties acknowledge that Employee achieves such eligibility without any
modification to any of the currently existing terms and requirements of the
Company's benefit plans concerning retirement. Employee has notified the Company
of his intention to retire on the Termination Date and provided the Termination
Date is on or after April 2, 2002, Employee shall be deemed to have retired from
the Company upon providing notice of same to the Company's Chief Financial
Officer, such notice to be substantially in the form of Exhibit C hereto.
6. Except as may otherwise be agreed in writing, Employee agrees to return
all Company property, credit cards, documents or other materials or equipment
that have been furnished to him by the Company by the Termination Date.
7. Employee acknowledges that he has had twenty-one (21) days to consider
the terms of this Settlement Agreement and General Release. Once signed by
Employee, Employee shall have an additional seven (7) days to withdraw
Employee's approval of this Agreement and General Release. If Employee withdraws
his approval, this Agreement and General Release will be void and Employee will
not be entitled to receive any benefits hereunder.
8. Each Party, its representatives, heirs, successors and assigns do hereby
completely release and forever discharge the other Party and its
representatives, heirs, successors and assigns, being understood that for the
purposes of this paragraph, the Company shall also include its affiliated,
related or subsidiary corporations and its and their present and former
shareholders, officers, directors, agents, employees, and attorneys, from all
claims, rights, demands, actions, obligations, liabilities and causes of action
of any and every kind, nature and character whatsoever, known or unknown, which
either party may now have, or has ever had, against the other party based upon
any act or omission by a party prior to the date of execution of this Agreement
by the parties, including, but not limited to, any and all claims for damages,
declaratory or injunctive relief or attorneys' fees, arising from or in any way
related to Employee's employment by Company or the termination thereof, whether
based on tort, contract (express or implied), or any federal, state or local
law, statute or regulation, including, but not limited to, claims of unlawful
age discrimination based on the Age Discrimination in Employment Act or the
California Fair Employment and Housing Act; provided, however, that this
paragraph does not waive any indemnification rights Employee may have whether as
an employee or an officer, pursuant to Labor Code Section 2802, Company By-Laws
or Company policy; and provided further, however, that this paragraph does not
waive any rights either Party may have against the other for failure to perform
its obligations under this Agreement.
9. It is understood and agreed that the preceding Paragraph is a full and
final Release covering all known as well as all unknown or unanticipated
injuries, debts, claims or damages to either Party including, without
limitation, those arising from or in any way related to Employee's employment by
Company or the termination thereof. Therefore, each party waives any and all
rights or benefits which it may now have, or in the future may have, under the
terms of Section 1542 of the California Civil Code which provides as follows:
A general release does not extend to claims which the creditor does
not know or suspect to exist in his favor at the time of executing the
release, which if known by him must have materially affected his settlement
with the debtor.
10. Employee shall not initiate or cause to be initiated against Company
any suit, action, investigation, audit, compliance review or proceeding of any
kind, or participate in same, individually or as a representative or member of a
class, under any contract (express or implied), law, statute or regulation,
federal, state or local, pertaining in any manner whatsoever to the claims,
rights, demands, actions, obligations, liabilities, and causes of action herein
released, including, without limitation, those relating to his employment by
Company or the termination thereof.
11. It is understood and agreed that this Agreement and each and every
provision thereof shall be confidential and shall not be disclosed directly or
indirectly by Employee to any other person, firm, organization or other entity,
of any and every type, public or private, for any reason, at any time without
the prior written request or consent of Company unless required by law. Nor
shall Employee disclose directly or indirectly to any person or organization,
except as expressly permitted herein, that Employee received any sum of money
from Company as a result of the termination of his employment with Company. It
is further understood and agreed that it shall not constitute a breach of this
Agreement for Employee to disclose the terms thereof to his immediate family and
to his attorney and his financial advisor and/or accountant; provided, however,
that Employee shall be obliged to use his best efforts to assure that such
persons do not disclose this Agreement or any provision thereof or the fact that
Employee received any sum of money from Company as a result of the termination
of Employee's employment with Company. It is further understood and agreed that
Company shall make reasonable efforts to maintain the confidentiality of this
Agreement and its contents and shall not disclose this Agreement or its
contents, directly or indirectly, to any of Company's employees or agents,
unless such persons need to know or unless required by law, and Company shall
instruct each such person to whom it discloses this Agreement or its contents to
refrain from making any disclosure to any other person except as permitted by
this Agreement. It is further understood and agreed that it shall not constitute
a breach of this Agreement for Employee or Company to respond to any unsolicited
inquiry by stating only that Employee and Company resolved their differences in
a mutually-satisfactory manner.
12. Employee represents that he has had an opportunity to be represented by
counsel of his own choosing in the negotiation and preparation of this
Agreement, that he has had an adequate opportunity to consider the Agreement,
that he has carefully read the Agreement, that he is fully aware of and
understands its contents and its legal effect, that the preceding paragraphs
recite the sole consideration for this Agreement, that all agreements and
understandings between Employee and Company are embodied, referenced and
expressed herein, and that he enters into this Agreement voluntarily, without
coercion, and based on his own judgment and not in reliance upon any oral or
written representations or promises made by Company, other than those contained
or referenced herein.
13. With respect to any matters under this Agreement that are governed by
state law, the parties agree that this Agreement shall be construed and governed
by the laws of the State of California. The language of all parts of this
Agreement shall in all cases be construed as a whole, according to its fair
meaning, and not strictly for or against any Party.
14. This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
EMPLOYEE NATIONAL SEMICONDUCTOR CORPORATION
/s/ RICHARD A. WILSON By: //s// JOHN M. CLARK III
- --------------------------- --------------------------------
Title: Senior Vice President
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EXHIBIT A
BENEFITS COVERED BY PARAGRAPH 2
Medical and Dental Insurance
Retirement and Savings Program
Deferred Compensation Plan
Employee Stock Purchase Plan
Stock Option Plan
Executive Financial Counseling Expense Reimbursement
Executive Medical Examination Expense Reimbursement
Long Term Disability Insurance
Short Term Disability Insurance
Accidental Death & Dismemberment Insurance
Dependent (Spouse and Child) Life Insurance
Vacation Accrual
EXHIBIT B
SUMMARY OF BENEFITS AVAILABLE UPON RETIREMENT
The following summarizes the benefits and options available to all
employees in connection with the termination of employment at National
Semiconductor Corporation ("NSC") by reason of retirement:
1. You are eligible for the Retired Officers Medical Plan, details of which
can be obtained from the Company's Director of Corporate Benefits.
2. Life insurance coverage ends on the last day of employment. Under the life
insurance program effective 1/1/97, the coverage can be ported to an
individual policy. Contact the Human Resources Service Center for details.
3. Disability plan coverage ends on the last day of employment. There is no
option available to convert disability coverage to an individual plan.
4. Participation in the Stock Purchase Plan ends on the last day of
employment. Payroll deductions for that quarter will be refunded to you.
5. You are eligible for retirement treatment for payout of any deferred monies
in accordance with the provisions of the Executive Officer Incentive Plan
and the Deferred Compensation Plan. Details can be obtained from the
Director of Corporate Benefits.
6. You are eligible for retirement treatment of all stock options granted to
you more than six months prior to the Termination Date.
EXHIBIT C
National Semiconductor Corporation
2900 Semiconductor Drive
Santa Clara, California 95051
Attention: Chief Financial Officer
Dear Sir:
This letter constitutes notice of my intention to retire from National
Semiconductor Corporation ("NSC") pursuant to the provisions of Paragraph 5 of
the Settlement Agreement and General Release by and between NSC and me dated as
of January 31, 2002,
Sincerely,
Richard A. Wilson