Exhibit 10.1
SEPARATION AGREEMENT
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This Separation Agreement ("Agreement") is dated this 271h day of March, 2007,
by and between Cognex Corporation, a Massachusetts corporation with its
principal place of business at One Vision Drive, Natick, MA 01760-2059 ("Cognex"
or the "Company"), and James F. Hoffmaster, with a residence at 60 Deerpath
Road, Dedham, MA 02026 (hereinafter "Hoffmaster").
In consideration of and in exchange for the promises, payments and benefits set
forth herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1.0 SEPARATION
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Hoffmaster's employment with Cognex will terminate effective at the end
of the business day on March 27th, 2007 ("Separation Date"). As of the
Separation Date, Hoffmaster's salary will cease as will his
participation in all other Cognex-sponsored benefits including, without
limitation, vesting of existing stock options, optional life insurance,
accidental death and dismemberment, short-term disability, or long-term
disability.
2.0 REQUIRED SEVERANCE BENEFITS
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2.1 On the Separation Date, Hoffmaster will be paid a) all regular base
wages and salary due through the Separation Date, and b) all accrued,
but unused, Paid Time Off ("PTO"), up to the maximum number of days in
accordance with the Company's PTO Policy.
2.2 After the Separation Date, Hoffmaster shall be allowed to continue his
existing medical and dental insurance pursuant to COBRA requirements,
provided that Hoffmaster pays Cognex, on or by the applicable due date,
the total cost of premiums for any such medical and dental insurance
which he elects to receive for that month.
3.0 ADDITIONAL CONSIDERATION
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In consideration for Hoffmaster's entering into this Agreement, and for
his abiding by all the terms herein, including specifically the
obligations and general release and waiver of claims by him set forth
in Section 4.0 below, Cognex agrees to provide the additional payments
and benefits described in this Section 3. Irrespective of anything to
the contrary in this Agreement, any and all such additional payments
and benefits are contingent on Hoffmaster abiding by the terms of this
Agreement and all other agreements between Hoffmaster and Cognex
referenced herein.
Hoffmaster Separation Agreement version 4-6-07 page 1 of 9 RS:/s/R.S. JH:/s/J.H.
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3.1 Separation Payments: Following the Revocation Period (as defined below
in Section 5.2), Cognex will provide bi-weekly payments to Hoffmaster
in an amount equal to the bi-weekly gross salary that Hoffmaster was
receiving prior to the Separation Date, less all legally required and
voluntarily authorized deductions. These bi-weekly payments shall
commence on the first Cognex pay date following the expiration of the
Revocation Period ("Payment Start Date") and will end on the earlier of
(i) twelve (12) months from the Payment Start Date or (ii) breach by
Hoffmaster pursuant to Section 6.1 below, or (iii) the date on which
Hoffmaster commences full-time employment. Hoffmaster agrees that he
will promptly notify Cognex in the event that he commences full-time
employment at any time in the twelve month period following the Payment
Start Date.
3.2 Stock Options: Treatment of Hoffmaster's stock options will be
according to the provisions of the Plan under which they were granted
and in accordance with the applicable Stock Option Agreement. Cognex
agrees to provide administrative assistance to Hoffmaster in performing
a cashless exercise of his vested and unexercised stock options
consistent with his Stock Option Agreement(s) at the same terms
available to Cognex employees at the time of such exercise. All vesting
of any unvested stock options shall cease upon the Separation Date.
3.3 Medical/Dental Insurance Premiums: For the period of time that
Hoffmaster continues to participate in Cognex's medical and/or dental
plans pursuant to COBRA, Cognex shall contribute an amount each month
toward Hoffmaster's premium for said plan(s). The dollar amount of each
payment made by Cognex shall be equal to the monthly dollar amount that
Cognex contributed to Hoffmaster's premium prior to the Separation
Date. Said payments by Cognex shall cease upon the earlier to occur of
the following:
a) Hoffmaster becomes employed full-time elsewhere, or
b) Hoffmaster ceases to participate in Cognex's medical and/or
dental plans
Prior to the premium due date each month, Hoffmaster shall pay to
Cognex an amount equal to the total monthly cost of Hoffmaster's COBRA
insurance premium, less the aforementioned Cognex contribution, and
Cognex shall then be responsible for making the full payment of the
monthly COBRA premium.
3.4 Hoffmaster shall be entitled to use an office at Cognex, including a
desktop computer, use of Cognex voicemail and email services, and
reasonable secretarial services for purposes of outplacement assistance
after the Separation Date. The foregoing shall be available to
Hoffmaster until the earlier to occur of:
a) April 30th, 2007, or
b) Hoffmaster secures full-time employment with another
employer.
Hoffmaster Separation Agreement version 4-6-07 page 2 of 9 RS:/s/R.S. JH:/s/J.H.
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3.5 Hoffmaster may keep the PC and related peripherals that Cognex provided
to him for home use while he was an employee.
4.0 ADDITIONAL OBLIGATIONS OF THE PARTIES
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4.1 In consideration of the undertakings, transactions and consideration
recited in this Agreement, including without limitation the payments
and benefits described in Sections 3.0 above, Hoffmaster hereby
unconditionally discharges and forever releases Cognex and its past,
present and future officers, directors, shareholders, agents,
employees, representatives, attorneys, successors, subsidiaries and
affiliates (hereinafter, the "Releasees"), or any of them, of and from
any and all claims, demands, suits, causes of action, damages, costs
(including reasonable attorney's fees and costs actually incurred),
charges and complaints which Hoffmaster now has, owns or holds, or at
any time heretofore ever had, owned or held, or may have owned or held,
whether known or unknown, suspected or unsuspected, on account of or
arising out of his employment with Cognex and/or the termination of his
employment with Cognex. Hoffmaster hereby waives any and all such
claims, demands, suits, causes of action, damages, costs (including
reasonable attorney's fees and costs actually incurred), charges and
complaints of any type and description against the Releasees. The
foregoing shall include, but is not limited to, Hoffmaster's release,
discharge and waiver with respect to any or all of the following:
4.1.1 Any claim, demand, suit, cause of action, damage, cost, charge
or complaint in connection with salary, commissions, bonuses,
profit sharing, stock, stock options, retirement plans and/or
any other benefits.
4.1.2 Any claim, demand, suit, cause of action, damage, cost,
charge or complaint arising under federal Title VII of the
Civil Rights Act of 1964, as amended (which, among other
things, prohibits discrimination in employment on account
of a person's race, color, religion, sex or national
origin); federal Age Discrimination in Employment Act (the
ADEA, which, among other things, prohibits discrimination
in employment on account of a person's age); federal
Americans with Disabilities Act; federal Family and Medical
Leave Act; the federal Sarbanes-Oxley Act; the Employee
Retirement Income Security Act of 1974 ("ERISA"), 29 U.S.C.
ss.1001 et seq., the Massachusetts Fair Employment Practices
Act, Mass. Gen. Laws ch. 151B, ss. 1 et seq., the
Massachusetts Civil Rights Act, Mass. Gen. Laws ch.12, ss.
11H et seq., the Massachusetts Equal Rights Act, Mass. Gen.
Laws ch. 93, ss. 102 and Mass. Gen. Laws ch. 214, ss. 1 C,
the Massachusetts Labor and Industries Act, Mass. Gen.
Laws ch. 149, ss. 1 et seq., the Massachusetts Privacy
Act, Mass. Gen. Laws ch. 214, ss. 1B et seq., and the
Massachusetts Family and Medical Leave Act, Mass. Gen. Laws
ch. 149, ss. 52D et seq.
Hoffmaster Separation Agreement version 4-6-07 page 3 of 9 RS:/s/R.S. JH:/s/J.H.
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4.1.3 Any other statutory, common law or other claims of any nature
against the Releasees, including, without limitation, any
claims growing out of any alleged legal restriction on the
rights of any of the Releasees to terminate Hoffmaster's
employment.
4.2 Hoffmaster shall continue at all times to abide by the terms of the
Employee Invention, Non-Disclosure and Non-Competition Agreement
("Employee Agreement"), duly executed between Cognex and Hoffmaster on
May 24, 2001, the terms of which remain in full force and effect and
which is incorporated herein by this reference. Hoffmaster specifically
reaffirms each of the following provisions contained therein:
4.2.1 Hoffmaster's acceptance of his non-competition obligations,
and remedy for breach thereof, and
4.2.2 Hoffmaster's acceptance of his confidentiality and
non-disclosure obligations, and remedy for breach thereof.
4.2.3 Hoffmaster's acceptance of his non-solicitation obligations,
and remedy for breach thereof.
4.3 Cognex agrees that it shall not disparage Hoffmaster, nor the
circumstances surrounding his separation. Hoffmaster agrees that he
shall not disparage Cognex, nor its officers, directors, employees or
agents.
4.4 Each party agrees that it and its officers, directors, employees,
agents, administrators or representatives will keep the terms of this
Agreement confidential, unless otherwise required by law or applicable
regulation.
4.5 Except as provided in Section 3.5 above, Hoffmaster acknowledges that
he has returned to Cognex all Cognex property and materials, both
tangible and intangible, including, without limitation, any and all
computer equipment (e.g., laptop computer, etc.), cell phones, Cognex
credit cards and telephone charge cards, manuals, building keys and
passes, trade secrets, proprietary, and confidential business
information that he had in his possession at the office or elsewhere,
regardless of the medium in which it is stored, including any and all
copies thereof. Hoffmaster agrees that in the event he discovers any
other Cognex property in his possession after the Separation Date, he
will immediately return such to Cognex.
Hoffmaster Separation Agreement version 4-6-07 page 4 of 9 RS:/s/R.S. JH:/s/J.H.
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5.0 OFFER PERIOD AND ACCEPTANCE
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5.1 By signing the Acknowledgement of Receipt of this Separation Agreement
on page 8 of this Agreement, Hoffmaster acknowledges receipt of this
Agreement on April 9`h 2007. Hoffmaster has twenty-one (21) calendar
days, or until April 30th, 2007, to consider the terms and conditions
of this Agreement, and to accept same by initialing each page of this
Agreement and by signing in the space provided on page 7 in the
presence of either a representative of the Company's Human Resources
Department or its Chief Executive Officer. Hoffmaster may accept this
Agreement sooner than the end of said 21-day period if he desires to do
so voluntarily. Cognex advises Hoffmaster to consult with an attorney
prior to signing this Agreement.
5.2 In addition to the above-referenced 21-day consideration period,
Hoffmaster shall be entitled to revoke his acceptance of this
Agreement, within seven (7) calendar days following his signing
("Revocation Period"), by providing written notice of revocation to
Cognex prior to the expiration of the Revocation Period. In any event,
and notwithstanding anything to the contrary in this Agreement, Cognex
shall not be obligated to provide any of the payments or benefits
referred to in Section 3 of this Agreement, until after the expiration
of the Revocation Period, and then, only if Hoffmaster has not revoked
this Agreement.
5.3 In the event that Hoffmaster either (i) does not accept this Agreement
during the 21-day consideration period as described in Section 5.0, or
(ii) revokes his acceptance of this Agreement as described in Section
5.2, then Cognex shall extend to Hoffmaster only those payments and
benefits set forth in Section 2.0, above.
6.0 BREACH
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6.1 In the event that Hoffmaster is in breach of any of his obligations
under this Agreement, or in any other written agreement entered into
between Hoffmaster and Cognex, and in the event that said breach is not
remedied within 30 days of written notice by Cognex, then,
notwithstanding anything to the contrary in this Agreement:
o Cognex may obtain a court order enforcing the breached
provision(s), and
o Cognex shall not be required to make any payments or to grant him
any other benefits described in Section 3 herein to Hoffmaster,
and
o Hoffmaster shall promptly return to Cognex any and all
consideration he received from Cognex pursuant to this Agreement,
and
o Hoffmaster shall reimburse Cognex for any and all expenses
(including costs and attorneys' fees) incurred to enforce this
Agreement and to recover any and all of the consideration paid to
Hoffmaster pursuant to this Agreement.
Hoffmaster Separation Agreement version 4-6-07 page 5 of 9 RS:/s/R.S. JH:/s/J.H.
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6.2 In the event that Cognex is in breach of any term of this Agreement
which is not cured by it within 30 days following written notification
by Hoffmaster of said breach, then, notwithstanding anything to the
contrary in this Agreement:
o Hoffmaster may obtain a court order enforcing the breached
provision(s) of this Agreement, and
o Hoffmaster may discontinue his, releases, discharges and waivers
under this Agreement, and
o Cognex shall reimburse Hoffmaster for any and all expenses
(including costs and attorneys' fees) incurred to enforce this
Agreement.
6.3 The foregoing remedies available to the non-breaching party are in
addition to all other remedies available to it in law and in equity.
Each party further understands that it could be held liable for
monetary damages to the other party for any action constituting a
breach by it.
7.0 MISCELLANEOUS
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7.1 By signing this Agreement, Hoffmaster represents and warrants that he
has not heretofore violated any provision of this Agreement or
disclosed the negotiations, terms, provisions or existence of this
Agreement to any person except his immediate family, his/her attorney,
and/or his/her financial advisor(s), and in the case of such
disclosure, he/she has advised such individual(s) that they cannot
further disclose any of same to others.
7.2 Hoffmaster understands and agrees (i) that he was an "at will" employee
at all times during his employment with Cognex, and (ii) that Cognex
has no legal obligation to provide any payments or benefits of any kind
to Hoffmaster other than those described in Section 2.0, above.
7.3 Whenever possible, each provision of this Agreement will be interpreted
in such a manner as to be valid and effective under applicable law, but
if any provision of this Agreement is held to be prohibited by or
invalid under applicable law, such provision(s) will be ineffective
only to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining
provisions of this Agreement. Hoffmaster may not assign any of his
rights or delegate any of his duties under this Agreement.
Hoffmaster Separation Agreement version 4-6-07 page 6 of 9 RS:/s/R.S. JH:/s/J.H.
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7.4 This Agreement, including the Employee Agreement referenced in Section
4.2 and the Arbitration Agreement referenced in Section 7.6 below,
supersedes all prior understandings and agreements, either written or
verbal, between the parties with respect to the subject matter herein,
and is intended as the final expression of the parties' agreement.
Except as set forth in this Agreement and in the Employment Agreement
and in the Arbitration Agreement, there is no other understanding or
agreement between Hoffmaster and Cognex pertaining to Hoffmaster's
employment with Cognex, its terms and conditions, and/or the
termination thereof. No modification or waiver of the terms and
conditions of this Agreement shall be valid unless in writing and
signed by both parties.
7.5 The headings and captions contained in this Agreement are included
solely for the purpose of convenience of the reader and shall in no way
affect the interpretation or construction of the terms and conditions
of this Agreement.
7.6 This Agreement shall be governed by the laws of the Commonwealth of
Massachusetts, without giving any effect to the principles of conflicts
of laws of such state, and shall be binding upon and inure to the
benefit of the parties and their respective agents, representatives,
assigns, heirs, executors, administrators, and successors. Any dispute
arising out of or related to this Agreement, or the termination of
Hoffmaster's employment, shall be settled exclusively through
arbitration in accordance with the terms set forth in the Arbitration
Agreement executed between Hoffmaster and Cognex on May 24, 2001 (the
"Arbitration Agreement"), which by this reference is incorporated
herein.
Hoffmaster Separation Agreement version 4-6-07 page 7 of 9 RS:/s/R.S. JH:/s/J.H.
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[Signature Page Follows]
WHEREFORE, Cognex and Hoffmaster have read this Agreement and attest that they
fully understand and knowingly and voluntarily accept all of its provisions in
their entirety without reservation.
HOFFMASTER COGNEX CORPORATION
By: /s/ James F. Hoffmaster By: /s/ Robert J. Shillman
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James F. Hoffmaster Robert J. Shillman
Chairman & C.E.O.
Date: 4/9/07 Date: 4/9/07
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/s/ Patricia A. Bautz
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Signature of witness to Hoffmaster's Signature
Printed Name of witness: Patricia A. Bautz
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Date: 4/9/07
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Hoffmaster Separation Agreement version 4-6-07 page 8 of 9 RS:/s/R.S. JH:/s/J.H.
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