DATARAM
May 1, 2005
Mr. Hugh Tucker
451 Mountain Road
Laguna Beach, CA 92651
Re: Departure Agreement
Dear Hugh:
I am writing to set forth our mutual understanding concerning your
departure from Dataram, even though that departure is not imminent:
1. As of May 1, 2005, you have been terminated as a vice president of
Dataram Corporation.
2. Notwithstanding that termination, you will continue as an employee of
the Corporation, serving in the position of a business development
manager until October 28, 2005, or the date you become employed by
another company, whichever shall first occur. The date of your
termination as an employee under this paragraph is hereafter referred
to as the "Departure Date".
3. Prior to the Departure Date you will continue to receive your current
salary (as of May 1, 2005) and be eligible to participate in all
employee benefit plans, as they may exist at the Company during this
time period.
4. Prior to the Departure Date you agree to return to the Company all
customer information in your possession, all customer lists, all
contact lists and any other Company property in your possession.
5. Whether or not you enter into employment with another company, Dataram
agrees to retain you as a consultant for a twelve-month period
commencing on the Departure Date during which time you will be paid
compensation on a bi-weekly pro rata basis, an amount equal to your
current salary (as of May 1, 2005) on a "gross" or "1099" basis, as
you will become at that time an independent contractor for the Company
and not an employee.
6. During this period of consultancy you agree to be available to
officers of the Company and relevant employees of our marketing and
sales department to answer questions and perform such assignments (not
to exceed 10 hours a week) as you may be requested.
7. During the period of this consultancy, the Company will reimburse you
for actual expenses you occur while serving on the Company's behalf
provided that no expense shall be incurred by you without the prior
written consent of the Company.
8. During the period of this consultancy you will not be entitled to
participate in any of the Company's employee benefit plans.
Notwithstanding the foregoing, if you request COBRA coverage from our
health insurer, the Company will pay all amounts as may become due to
the Company's health insurer for this COBRA coverage for up to 12
months after the Departure Date.
9. You should understand that the occurrence of the Departure Date will
trigger a 90-day period within which you must exercise your existing
stock options or they will expire.
10. You agree that from the present time until the expiration of a 3-year
period following your consulting service you will not, without the
express prior written consent of the Company, disclose any trade
secret or confidential information of the Company or any of its
clients to any third party.
11. During the 12-month period after the Departure Date:
(a) Non-solicitation. During the 12-month period after the Departure
Date (and prior thereto while employed by the Company), you agree
not to solicit any employee of the Company to leave his or her
employment to take up employment with any other company for any
reason.
(b) Non-competition. During the same 12-month period you agree not
to compete with the Company by accepting employment as an
employee, agent, independent contractor, consultant, director or
otherwise with any direct or indirect competitor of the Company
or with any client of the Company for whom you have worked on
behalf of the Company, without the express prior written consent
of the Company, which consent may be withheld for any reason.
"Direct" means an independent memory module manufacturer.
12. You acknowledge that any disclosure of Company trade secrets or
confidential information or any breach of the agreement against non-
solicitation of employees or breach of the agreement against
competition will give rise to irreparable injury to the Company. Such
damage will be difficult to ascertain and the Company will be
inadequately compensated by damages. Accordingly, you agree that the
Company may seek and obtain injunctive relief in addition to any other
legal remedies which may be available. Moreover you agree that should
any provision of this agreement be violated by you in addition to all
other remedies, the Company may rightfully terminate the above 12
month consulting agreement without any further liability hereunder.
13. By accepting the terms of this letter you will have released and given
up any and all claims against Dataram that you may have up to the date
of this letter, including but not limited to claims of any kind under
state or federal law based upon your employment by the Company and
this agreement of termination, but not including claims to enforce the
terms of this agreement.
Sincerely,
ROBERT V. TARANTINO
Robert V. Tarantino
Chairman and CEO
I agree to the foregoing terms.
HUGH F. TUCKER
______________________
Hugh F. Tucker