EXHIBIT 10.14
SEPARATION AGREEMENT
This Separation Agreement (the "Agreement") is made and
entered into as of April 8, 1996 (the "Effective Date") by
and between Curt Wozniak ("Mr. Wozniak") and Xilinx, Inc., a
Delaware corporation (the "Company").
In consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties
hereto as follows:
1. Resignation. Mr. Wozniak tenders and the Company
accepts Mr. Wozniak's resignation from employment by the Company,
effective as of April 15, 1996 ("Separation Date").
2. Payment. On the Separation Date of this Agreement, the
Company will pay Mr. Wozniak the sum of $360,000 plus the target
bonus of $198,000, and any accrued vacation earned as well as
reimbursement for business expenses previously incurred and not
yet paid, less applicable withholding.
In the event that any management bonus or profit
participation is paid which is based upon the Company's
performance during fiscal year 1996, Mr. Wozniak shall receive
full payment of the amount of such bonus or participation which
he would have received had he remained an employee of the Company,
less applicable withholding.
3. Cessation of Compensation and Benefits. Except as
otherwise specifically set forth in this Agreement, all
compensation and Company benefits for Mr. Wozniak shall cease as
of the Separation Date. Mr. Wozniak shall be entitled to convert
his health care coverage to individual coverage pursuant to COBRA
and shall retain beneficial ownership of any amounts held in his
name under the Company's 401(k) Plan and shall be entitled to
receive distributions of such amounts as provided under the 401(k)
Plan and applicable law.
4. Status as Consultant. Beginning April 16, 1996 through
the period ending June 15, 1996, Mr. Wozniak shall serve as a
consultant to the Company (the "Consultancy Period").
During the Consultancy Period the stock options granted to Mr.
Wozniak pursuant to the Company's 1988 Stock Option Plan (the
"Option Plan") shall continue to vest and shall be exercisable
according to the terms of the Option Plan and the applicable
option agreements. The consideration set forth in this Agreement
shall be the sole consideration for such consulting services.
5. Nondisparagement; Information Release. Mr. Wozniak and
the Company agree that neither party will at any time interfere
with or compromise the business matters of the other or disparage
the other in any manner likely to be harmful to the other party,
its or his business reputation, or the personal or business
reputation of its directors, shareholders, and employees,
provided that either party shall respond accurately and fully to
any question, inquiry, or request for information when required
by legal process.
6. Company Property; Personal Effects. Mr. Wozniak hereby
represents and warrants to the Company that, on or before the
Separation Date, he will have returned to the Company all
confidential Company documents (and all copies thereof) and other
Company property which he has in his possession, including, but
not limited to: Company business plans, budget information,
files, drawings, notes, videotapes, slides, records, marketing
information, financial information and forecasts,
computer-recorded information, tangible property (including
without limitation any computer or other electronic equipment the
Company provided to Mr. Wozniak), credit cards, entry cards,
identification badges and keys. Mr. Wozniak will remove his
personal effects from the Company by April 15, 1996.
7. Proprietary Information and Non-Solicitation. Mr.
Wozniak hereby acknowledges his continuing obligations to refrain
from any unauthorized disclosure or use of Company confidential
or proprietary information obtained or developed by him during
his employment with the Company. Mr. Wozniak further acknowledges
that, during his employment with the Company, he has acquired
knowledge of or had access to numerous types of confidential and
proprietary information of the Company, including without
limitation the information in his files and computers as well as
the following types of information:
* Electronic files, including but not limited to,
source code, object code, tapes, diskettes,
disks and any other on-line documentation.
* Product requirements, specifications, designs,
materials, components and testresults.
* Plans for research and development or introduction
of new products.
* Terms of agreements or proposed agreements with
customers, vendors and other companies.
* Sales and marketing information, customer lists,
contacts, sales techniques, plans and surveys.
* Personnel lists and information regarding skill,
compensation and responsibilities of various personnel.
* Financial information, including results of
operations, margins, budgets and business plans.
Mr. Wozniak acknowledges that (i) he has had access to the
types of information described above, (ii) that he is fully aware
of, and agrees to protect, the confidentiality of the Company's
proprietary or confidential information and (iii) that he will
refrain from using or disclosing the company's proprietary or
confidential information; provided, however, that consistent with
Section 16600 of the California Business and Professions Code,
nothing in this Agreement shall prohibit Mr. Wozniak from
engaging in a lawfill profession, trade or business of any kind.
Confidential or proprietary information shall not, for the
purpose of this Agreement, constitute information which Mr.
Wozniak can establish (i) was publicly known and made generally
available in the public domain prior to the time of disclosure to
Mr. Wozniak by Company; (ii) becomes publicly known and made
generally available after disclosure to Mr. Wozniak by Company
through no action or inaction of Mr. Wozniak; or (iii) is in the
possession of Mr. Wozniak without confidentiality restrictions,
at the time of disclosure by Company.
8. Release by Mr. Wozniak Except as otherwise set forth in
this Agreement, Mr. Wozniak hereby releases, acquits, and forever
discharges the Company and its officers, directors, partners,
agents, servants, employees, stockholders, successors, assigns,
of and from any and all claims, liabilities, demands, causes of
action, costs, expenses, attorneys' fees, damages, indemnities
and obligations of every kind and nature, in law, equity, or
otherwise, known and unknown, suspected and unsuspected,
disclosed and undisclosed, arising out of or in any way related
to agreements, events, acts or conduct at any time prior to the
Separation Date, including, but not limited to: all such claims
and demands directly or indirectly arising out of or in any way
connected with the Company's employment of Mr. Wozniak or the
termination of that employment; claims or demands related to
salary, bonuses, commissions, stock, stock options, vacation pay,
severance pay, fringe benefits and expense reimbursements or any
form of compensation or equity interest; claims related to fraud,
misrepresentation, breach of fiduciary duty, breach of duty under
applicable state corporate law, and securities fraud under any
state or federal law; claims pursuant to any federal, state or
local law or causes of action including, but not limited to, the
federal Age Discrimination in Employment Act of 1967 ("ADEA"), as
amended; tort law; contract law; wrongful discharge;
discrimination; defamation; emotional distress; and breach of the
implied covenant of good faith and fair dealing.
Notwithstanding the foregoing, the Company is not releasing
its obligation to defend, indemnify and hold harmless Mr. Wozniak
for claims, actions or proceedings brought against him arising
out of or in any way related to events, acts, conduct or
agreements related to his employment as an officer and employee
of the Company.
9. Release by the Company. Except as otherwise set forth
in this Agreement, the Company hereby releases, acquits, and
forever discharges Mr. Wozniak and his agents, successors, heirs,
assigns, and affiliates, of and from any and all claims,
liabilities, demands, causes of action, costs, expenses,
attorneys' fees, damages, indemnities, and obligations of every
kind and nature, in law, equity or otherwise, known and unknown,
suspected and unsuspected, disclosed and undisclosed, based on
any actions or omissions of Mr. Wozniak within the course and
scope of his employment with the Company.
10. Acknowledgment of Waiver of Claims under ADEA. Mr.
Wozniak acknowledges that he is waiving and releasing any rights
he may have under ADEA and that this waiver and release is
knowing and voluntary. Mr. Wozniak and the Company agree that
this waiver and release does not apply to any rights or daims
that may arise under ADEA after the Effective Date of this
Agreement Mr. Wozniak acknowledges that the consideration given
for this waiver and release Agreement is in addition to anything
of value to which Mr. Wozniak was already entitled. Mr. Wozniak
further acknowledges that he has been advised by this writing
that (a) he should consult with an attorney pnor to executing
this Agreement; (b) he has at least twenty-one (21) days within
which to consider this Agreement; (c) he has at least seven (7)
days following the execution of this Agreement by the parties to
revoke the Agreement; and (d) this Agreement shall not be
effective until the revocation period has expired.
11. Section 1542 Waiver. Mr. Wozniak and the Company
acknowledge that they have read and understand Section 1542 of
the Civil Code ofthe State of California which reads 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.
Mr. Wozniak and the Company hereby expressly waive and relinquish
all rights and benefits under that section and any law or legal
principle of similar effect in any jurisdiction with respect to
the release granted in this Agreement, included, but not limited
to, any jurisdiction in the United States.
12. Confidentiality. The provisions of this Agreement shall
be held in strictest confidence by Mr. Wozniak and the Company
and shall not be publicized or disclosed in any manner
whatsoever. Notwithstanding the prohibition in the preceding
sentence: (a) Mr Wozniak may disclose this Agreement to his
immediate family; (b) the Company may disdose this Agreement in
confidence to any current or future business partner; (c) the
parties may disclose this Agreement in confidence to their
respective attorneys, accountants, auditors, tax preparers, and
financial advisors; (d) the Company may disclose this Agreement
as necessary to fulfill standard or legally required corporate
reporting or disclosure requirements; and (e) the parties may
disclose this Agreement insofar as such disclosure may be
necessary to enforce its terms or as otherwise required by law.
13. Authority. The Company represents and warrants that the
undersigned has the authority to act on behalf of the Company and
to bind the Company and all who may claim through it to the terms
and conditions of this Agreement. Mr. Wozniak represents and
warrants that he has the capacity to act on his own behalf and on
behalf of all who might claim through him to bind them to the
terms and conditions of this Agreement. Each Party warrants and
represents that there are no liens or daims of lien or
assignments in law or equity or otherwise of or against any of
the claims or causes of action released herein.
14. Dispute Resolution. Prior to the submission of any
dispute hereunder to arbitration in accordance with this
paragraph, the parties shall engage in nonbinding mediation
before a mutually acceptable mediator (Judicial Arbitration and
Mediation Service being preapproved) in Santa Clara County,
California. Disputes arising from the interpretation, breach, or
enforcement of this Agreement, which cannot first be resolved by
such mediation, shall be submitted to fhnal and binding
arbitration in Santa Clara County, California in accordance with
the commercial arbitration rules of the American Arbitration
Association then in effect. Both parties acknowledge that there
may not be an adequate remedy at law if one party breaches the
Agreement. Therefore, the arbitrators shall be empowered to award
any appropriate equitable relief including, without limitation,
specific performance and injunctive relief; and, if necessary to
avoid irreparable harm pending arbitration, such equitable relief
may be sought in a court of law. The arbitrators shall be limited
to such remedies as courts are authorized to impose under
applicable California or Federal statutes and case law.
15. Costs and Fees. Except as expressly set forth herein,
the parties will bear their own costs, expenses, and attorneys'
fees, whether taxable or otherwise, incurred in or arising out of
or in any way related to the matters released herein.
16. Entire Agreement. This Agreement constitutes the
complete, final, and exclusive embodiment of the entire agreement
between the parties with respect to the subject matter hereof.
This Agreement is executed without reliance upon any promise,
warranty or representation, written or oral, by any party or any
representative of any party other than those expressly contained
herein and supersedes any other agreements, promises, warranties
or representations. Each party has carefully read this Agreement,
has been afforded the opportunity to be advised of its meaning
and consequences by his or its respective attorney, and signed
the same of his or its own free will. This Agreement may not be
amended or modified except in a writing signed by both Mr.
Wozniak and an authorized officer of the Company.
17. Applicable Law. This Agreement shall be deemed to have
been entered into and shall be construed and enforced in
accordance with the laws of the State of California, without
reference to its conflicts of laws principles.
18. Successors and Assigns. This Agreement shall bind the
heirs, personal representatives, successors, assigns, executors,
and administrators of each party, and inure to the benefit of
each party, its heirs, successors and assigns.
19. No Admissions. It is understood and agreed by the
parties that this Agreement represents a compromise settlement of
various disputed matters, and that the promises and payments in
consideration of this Agreement shall not be construed to be an
admission of any liability or obligation by either party to the
other party or to any other person.
20. Section Headings. The section and paragraph headings
contained in this Agreement are for reference purposes only and
shall not affect in any way the meaning or interpretation of this
Agreement.
21. Severability. If any provision of this Agreement is
determined to be invalid or unenforceable under applicable law,
in whole or in part, then such provision(s) shall be excluded
from this Agreement and the balance ofthe Agreement shall be
interpreted as if such provision(s) were so excluded and shall be
enforceable in accordance with its terms.
22. Counterparts. This Agreement may be executed in
counterparts, and each counterpart shall have the same force and
effect as an original and shall constitute an effective, binding
agreement on the part of each of the undersigned.
23. Effective Date. This Agreement is effective seven days
after the signature of all parties to this Agreement.
24. Voluntary Execution of Agreement. This Agreement is
executed voluntarily and without any duress or undue influence on
the part or behalfofthe parties hereto, with the full intent of
releasing all claims. The parties acknowledge that:
a. They have read this Agreement;
b. They have been represented in the
preparation, negotiation, and execution of this Agreement by
legal counsel of their own choice or that they have voluntarily
declined to seek such counsel;
c. They understand the terms and consequences of
this Agreement and
d. They are fillly aware of the legal and
binding effect of this
IN WITNESS WHEREOF, the parties have duly authorized and
caused this Agreement to be executed as follows:
Xilinx, Inc.
By: /s/ Curt Wozniak By: /s/ Willem Roelandts
Curt Wozniak
Title: Chief Executive Officer