Exhibit 10
March 3, 1997
Xx. Xxxxxx X. Xxxxxx
0000 Xxxxxxx Xxxxx
Xxxxxx, XX 00000
Dear Xxxxx:
This letter, upon its execution and return by you, will evidence our
agreement with respect to (i) your continued receipt of certain benefits
following your resignation as President and Chief Executive Officer of Cyrix
Corporation (the "Corporation") effective December 9, 1996 and (ii) the other
matters addressed herein.
1. Cash Compensation.
a) The Corporation shall continue to make cash payments to you of
$11,540 on a bi-weekly basis through June 9, 1998. You agree to consult with the
Corporation on mutually agreed upon terms.
b) The Corporation shall pay to you an amount equal to the sum of (i)
$33,934, which represents your accrued vacation pay (totaling 235 hours) through
December 8, 1996, plus (ii) $50,000 bonus, which represents 25% of the 1996
bonus of $200,000 set by the Board of Directors of the Corporation at the end of
1995. Such total amount will be paid to you in a lump sum in cash eight (8) days
after your execution and delivery to the corporation of this agreement.
2. Stock Options. The vesting of 300,000 outstanding stock options
granted to you on January 26, 1995, and January 17, 1996, shall accelerate in
full immediately. A total of 465,399 option shares are available for immediate
exercise. The 40,399 option shares granted on January 15, 1991, shall be
exercisable within the terms and conditions of such grant. Not withstanding
termination of your employment with the Corporation or termination of your
services as a Director, all other options shall be exercisable for ten years
from the date of each option grant relevant to the Corporation's 1988 Incentive
Stock Plan. The Corporation agrees that all the Options shall be exercisable
without regard to any condition that you and/or your spouse execute either a
Restricted Stock Purchase Agreement in the form attached as Attachment 1 to the
Nonstatutory Stock Option Agreement between you and the Corporation, or any
ov,,r agreement of any kind imposing restrictions on you or the stock acquired
pursuant to the exercise of an Option (including any stock so acquired
previously).
3. Medical and/or Dental Benefit Continuation. You have previously been
furnished with a letter from the Corporation advising you, in connection with
your termination of employment, with regard to your right to continue certain
medical and/or dental insurance coverage. If you should elect to continue the
medical and/or dental insurance coverage in accordance with the terms of the
Corporation's prior letter, the Corporation agrees to pay the premiums for the
continuation of such coverage through June 9, 1998. In addition, the Corporation
shall pay the costs of your annual physical examinations at the Xxxxxx Clinic
through June 9, 1998.
4. Resignation from Other Positions. This letter agreement will
evidence your resignation, effective December 9, 1996, not only from your
position as President and Chief Executive Officer of the Corporation but also
from all positions as an officer and/or director of any subsidiary of the
Corporation. You shall continue to serve as a director of the Corporation in
accordance with the Corporation's Bylaws until the Corporation1997 annual
meeting of stockholders (and thereafter, if nominated and elected in accordance
with the Corporation's Bylaws).
5. Corporate Property. The Corporation hereby assigns and transfers to you
all rights, title and interest in any computers and related peripheral equipment
and accessories and the cellular phone that you have in your possession.
6. Confidential Information. You agree not to publish or disclose to any
person or entity, or to use for your personal benefit, any data or information
concerning the Corporation or its products, business or affairs, including
information concerning the Corporation's relationships with its manufacturers
and customers (except such information as is publicly availab|~from other
sources). These confidentiality obligations will expire (3) three years from the
date of your cessation of your service as a director of the Corporation. Any
violation by you of this paragraph 6 shall result in termination of the
Corporation's payment established pursuant to paragraph 1 above and termination
of the Corporation's obligation, to pay insurance premiums set forth in
paragraph 3 above.
7. No Solicitation. You agree that prior to the first
anniversary of the cessation of your service as a director of the Corporation,
you shall not encourage or solicit any person who is either now or then an
employee of the Corporation or any of its subsidiaries to terminate such
employment. Any violation by you of this paragraph 7 shall result in termination
of the Corporation's established payment pursuant to paragraph 1 above and
termination of the Corporation's obligation to pay insurance premiums set forth
in paragraph 3 above.
8. Mutual Release.
a) You hereby release and discharge the Corporation, its subsidiaries
and affiliates, and their officers, directors, stockholders, employees, employee
benefit plans and agents, from any and all actions, liabilities and/or claims
for relief and remuneration whatsoever, with respect to any act, omission or
transaction occurring up to and including the date of your execution of this
letter agreement, arising out of, or in any way connected with, your employment
or former employment by the Corporation or your separation from such employment,
including but not limited to all matters in law, in equity, in contract, in tort
or pursuant to any statute. This release includes, but is not limited to, any
complaints or charges of wrongful termination or discrimination (based on your
age or any other factor) under the Age Discrimination in Employment Act, as
amended, Title VII of the Civil Rights Act of 1964, as amended, the Texas
Commission on Human Rights Act, as amended, the Americans with Disabilities Act,
as amended, and any other statute or law. Notwithstanding, the foregoing,
neither this release nor any other provis|s of this letter agreement shall be
deemed a waiver or release by you of (i) any of your rights under this letter
agreement, or (ii) any of your rights under the Indemnification Agreement
described in paragraph agreement below.
b) The Corporation on its own behalf and on behalf of its
subsidiaries and other affiliated companies, hereby releases and discharges you
and your heirs, executors, administrators, legal representatives, successors and
assigns, of and from any and all claims, actions, suits, debts, liabilities,
contracts, obligations and demands, direct and indirect, liquidated or
unliquidated, contingent or matured, known or unknown, which the Corporation or
any of its subsidiaries or other affiliated companies may now or hereafter have
or claim to have against you and your heirs, executors, administrators, legal
representatives, successors and assigns, regardless of the nature thereof or the
manner in which such matters arose or accrued, and specifically including any
matter that may be based on your sole or contributory negligence (whether
active, passive or gross), pr^however, that the Corporation does not hereby
release claims or causes of action it may hereafter have against you arising out
of any breach by you of the provisions of this letter agreement.
9. Timing. As stated in your original agreement, dated January 8, 1997,
you had 21 days to consider and execute the agreement. This revised agreement
should be considered and executed immediately. You further agree that the
Corporation may require you to verify in writing that youxid not revoke this
agreement during the seven-day revocation period as a condition to the
Corporation making the payments set forth in paragraph 1 of this agreement.
10. Consultation with Attorney. You are advised to consult with an attorney
prior to executing this agreement.
11. Indemnification. The Corporation acknowledges and confirms the
continuing obligation of the Corporation to indemnify and advance expenses to
you pursuant to the Indemnification Agreement dated March 25, 1988 betweenwxxe
Corporation and you.
12. Good and Sufficient Consideration. You acknowledge that the promises of
the Corporation contained herein constitute good and sufficient consideration
for the release and other promises made by you.
13. Entire Agreement. This letter agreement constitutes the entire
agreement of the parties and supersedes any and all prior agreements or
understanding concerning the subject hereof. qrsi 14. Disclosure. The parties
hereto agree that they will keep the terms and fact of this agreement
confidential, except as may be required by law or judicial process and they will
not make any disparaging statements about the other to any third person or
party.
15. Change in Control. In the event of a Change in Control of the
Corporation after the date of this letter agreement, the Corporation shall pay
you a lump sum in cash, on or before the fifth day following such Change of
Control, the total amount of any severance payments remaining pursuant to
paragraph 1(a) hereof. For the purposes of this paragraph 15, a Change in
Control" will be deemed to have occurred if any person (as such term is used in
Sections 13(d) and 14(d)(2) of the Securities Exchange Act of 1934 shall become
the beneficial owner (within the meaning of Rule 13(d)(3) under the Securities
and Exchange Act of 1934) of a majority or more of the Corporation's outstanding
common stock.
Please indicate your agreement to the foregoing by executing and returning
a copy of this letter agreement.
Very truly yours,
CYRIX CORPORATION
By:/s/ Xxxxx X. Xxxxx, III
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Xxxxx X. Xxxxx, III
Sr. V.P. Finance & CFO
Agreed to this 10th day of March, 1997.
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
