Exhibit 10.1
RESIGNATION AGREEMENT
This Agreement by and between Xxxxx X. Xxxxxx ("Xx. Xxxxxx") a resident
of Austin, Texas, and Cirrus Logic, Inc. ("Cirrus" or "Company"), a Delaware
corporation, is made and effective this 5 day of March, 2007 ("Effective Date").
Whereas, Mr. French is employed by Cirrus as President and Chief
Executive Officer pursuant to an Employment Agreement dated February 27, 2002
("Employment Agreement");
Whereas, Mr. French is a member of the Board of Directors of Cirrus
("Board");
Whereas, Cirrus has granted Mr. French restricted stock pursuant to an
agreement providing a grant date of June 25 ("Restricted Stock Agreement") and
stock options pursuant to agreements providing grant dates of June 25, 1998;
October 8, 1998; June 3, 1999; July 29, 1999; May 25, 2000; October 3, 2000;
August 15, 2001; February 27, 2002; April 4, 2002; February 26, 2003; March 31,
2003; March 26, 2004; July 29, 2004; March 2, 2005; and March 1, 2006
(collectively, "Stock Option Agreements");
Whereas, effective immediately, Mr. French desires voluntarily to
resign as President and Chief Executive Officer, as a member of the Board and
all other positions he may have with Cirrus or any affiliated company, and
Cirrus desires to accept such resignations effective immediately;
Whereas, in connection with Mr. French's resignation, the parties
desire to amend and restate their rights and obligations with respect to each
other;
Now, therefore, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, Mr. French and Cirrus agree:
1. To be effective immediately, Mr. French hereby resigns as President
and Chief Executive Officer, as a member of the Board, and from all other
positions he may hold with Cirrus or any affiliated company, and Cirrus hereby
accepts Mr. French's resignation from all such positions. Mr. French further
agrees to execute such documents and take such acts as the Company determines
necessary to affect his resignation from all such positions.
2. On the date that is six months following the Effective Date, Cirrus
shall pay Mr. French in cash four hundred seventy-seven thousand six hundred
dollars ($477,600) and such payment, except as otherwise specifically provided
herein, shall be full and complete accord and satisfaction of all obligations
under his Employment Agreement or any severance plan or program of any kind or
character Cirrus or any affiliated company may have to Mr. French. Payments
under this section shall not be subject to offset; provided, however, the amount
to be repaid as provided in Section 7 may be offset from this payment if not
previously paid by Mr. French.
3. The stock options granted to Mr. French with Date of Grant on
October 3, 2000 (which consist of options to purchase 150,000 shares) and August
15, 2001 (which consist of options to purchase 150,000 shares) are hereby
cancelled and are not exercisable by Mr. French.
4. Fifty percent (50%) of those stock options granted Mr. French
pursuant to the Stock Option Agreements with Date of Grant after February 27,
2002, which have not previously vested, shall vest on the Effective Date. All
such options shall become fully exercisable subject to the terms and conditions
of the Cirrus Logic, Inc. 1996 Stock Option Plan ("1996 Plan"), the individual
Stock Option Agreements, and such restrictions, if any, as required by federal
law or regulation or the regulation of any stock exchange. The remaining fifty
percent (50%) of stock options granted Mr. French pursuant to the Stock Option
Agreements with Date of Grant after February 27, 2002, which have not previously
vested, shall terminate and no longer be exercisable.
5. All stock options granted to Mr. French which shall have vested on
or before the Effective Date shall remain exercisable for three months following
the Effective Date, after which date such stock options shall terminate and
shall no longer be exercisable. Provided, however, in the event the Company is
prohibited from issuing common stock pursuant to the Company's stock option
plans during the three month period following the Effective Date, the period
during which Mr. French may exercise his vested options shall be extended until
the later of (i) 30 days following the prohibited period, (ii) 90 days from the
Effective Date, or (iii) on the same terms and conditions as non-executive
employees rights to exercise vested stock options are extended, if an extension
is granted as a result of the prohibition on Company's issuing common stock
during the three months following the Effective Date; but in no event under (i),
(ii) or (iii) greater than 180 days from the Effective Date. In the event Mr.
French exercises on or after the Effective Date stock options previously vested
or vested as provided herein, any such exercise shall be according to the terms
and conditions of the 1996 Plan, the individual Stock Option Agreements and such
restriction, if any, as required by federal law or regulation or the regulation
of any stock exchange; provided, however, Mr. French hereby agrees (1) that he
will not exercise any vested stock options until the prohibited period ends with
the Company and its public accountants, in accordance with U.S. Generally
Accepted Accounting Principles, restatement of such historical financial
statements as the Company and its public accountants determine appropriate and
such related financial statements are filed with the Securities and Exchange
Commission ("SEC") and (2) that the exercise price for such options shall be
adjusted as determined appropriate by the Administrator (as defined in the1996
Plan) to satisfy the fair market value requirements of the 1996 Stock Option
Plan based upon the accounting measurement date for the grant of such options
recognized by the Company in its restatement of historical financial statements.
6. To the extent Mr. French has prior to the Effective Date vested in
restricted stock pursuant to the Restricted Stock Agreement or exercised stock
options pursuant to the Stock Option Agreements, Mr. French hereby agrees (1) to
amend any tax return and, if required, pay all applicable taxes, penalties, and
interest to account for any adjustment to the grant date or stock option
exercise price determined appropriate by the Administrator (as defined in the
plan) pursuant to the 1996 Plan based upon the accounting measurement date for
the grant of such restricted stock and options recognized by the Company in its
restatement of historical financial statements, and (2) pay the Company the
difference between the exercise price paid upon exercise and the exercise price
as determined appropriate by the Administrator (as defined in the 1996 Plan)
pursuant to the 1996 Plan based upon the accounting measurement date for the
grant of such restricted stock and stock options recognized by the Company in
its restatement of historical financial statements.
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7. If the Company, in accordance with U.S. Generally Accepted
Accounting Principles, determines restatement of the Company's historical
financial statements filed with the SEC would have resulted in Mr. French not
earning a bonus or incentive compensation for any such period or earning a
reduced bonus or incentive compensation under either the Variable Compensation
Plan or Executive Incentive Plan, then Mr. French shall within five (5) business
days of receiving notice of such restatement repay to Cirrus that portion of any
bonus or incentive compensation that would not have been earned had the restated
financial statements been used to calculate such bonus or incentive
compensation. The parties agree that the amount to be repaid pursuant to this
section shall not exceed one hundred thousand dollars ($100,000).
8. Mr. French shall receive such benefits as he may have from the
Company's retirement plan according to the terms and conditions of that plan
pursuant to any elections made by Mr. French.
9. Sections 2(d), 9, and 14, relating to Relocation, Moving Expenses,
Governing Law, and Arbitration, respectively, shall remain in full force and
effect; otherwise, the Employment Agreement is hereby superseded and
extinguished by this Agreement.
10. All prior agreements between Mr. French and Cirrus and all common
law obligations of Mr. French to Cirrus relating to trade secrets, confidential
and proprietary information; inventions and original works; competition against
the Company; and solicitation of Company customers and employees shall remain in
full force and effect.
11. The Indemnification Agreement between Mr. French and Cirrus dated
June 25, 1998 shall remain in full force and effect.
12. On reasonable notice and request of Cirrus' General Counsel or such
other person designated by the Board, Mr. French shall cooperate with Cirrus in
all matters related to his employment with Cirrus or the winding up of any
pending work and the orderly transfer of such work; any investigation or inquiry
undertaken by Cirrus, its Board or any committee of the Board, or any
governmental agency or stock exchange including without limitation the
Securities and Exchange Commission, the Department of Justice and The Nasdaq
Stock Market, Inc.; and with respect to any litigation or administrative
proceeding against Cirrus or any employee, officer, or director of Cirrus. Mr.
French's duty of cooperation includes but is not limited to taking such acts and
executing such documents as the Company determines appropriate and are
commercially and legally reasonable.
13. Mr. French will deliver to Cirrus immediately all business records
in his possession, custody, or control, including without limitation all
analyses, correspondence, data, or information, memoranda, notes, records,
documents, or other materials (in whatever form maintained, whether electronic,
hard copy or otherwise) composed or received by Mr. French, solely or jointly
with others, related in any manner to the past, present, or anticipated business
of Cirrus or any affiliated company and all property owned by Cirrus or any
affiliated company. Mr. French represents and agrees that he has no claim or
right, title or interest in any property designated on Cirrus' records as
property or assets of Cirrus. Mr. French shall remove all property owned by him
from Cirrus' premises immediately.
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14. Should any provision of this Agreement be held to be invalid or
wholly or partially unenforceable by a final, non-appealable judgment in a court
of competent jurisdiction, such holding shall not invalidate or void the
remainder of this Agreement, and those portions held to be invalid or
unenforceable shall be revised and reduced in scope so as to be valid and
enforceable or, if such is not possible, then such portions shall be deemed to
have been wholly excluded with the same force and effect as if it had never been
included herein.
15. The parties understand and agree that the terms of this Agreement
are to compromise doubtful and disputed claims between them, avoid litigation,
and buy peace, and that no statement or consideration herein shall be construed
as an admission of any claim, such admissions being expressly denied.
16. This Agreement shall be governed by and construed and enforced, in
all respects, in accordance with the laws of the State of Texas without regard
to conflict of law principles unless preempted by federal law, in which case
federal law shall govern.
17. Except as expressly provided herein, this Agreement supersedes,
replaces, and merges all previous agreements and discussions relating to Mr.
French' resignation from all positions with Cirrus and constitutes the entire
agreement between Mr. French and Cirrus with respect to Mr. French's
resignation. The parties execute this Agreement without reliance on any
representation or promise, of any kind or character, not expressly set forth
herein. This Agreement may not be changed or terminated orally, and no change,
termination, or waiver of this Agreement or any of the provisions herein
contained shall be binding unless made in writing and signed by all parties, and
in the case of Cirrus, by an authorized officer.
18. Except for proceedings seeking injunctive relief, including,
without limitation, allegations of misappropriation of trade secrets or other
confidential and proprietary information, copyright or patent infringements, or
breach of any anti-competition and no solicitation provisions of any agreement
between Mr. French and Cirrus, any controversy or claim arising out of or in
relation to this Agreement, or the breach thereof, shall be settled by
arbitration in accordance with the commercial arbitration rules of the American
Arbitration Association ("AAA"), and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. Arbitration
of this Agreement shall include all claims, regardless of whether the dispute
arises during the term of the Agreement, at the time of termination or
thereafter. Either party may initiate the arbitration proceedings, for which the
provision is herein made, by notifying the opposing party, in writing, of its
demand to arbitrate. In any such arbitration, there shall be appointed one
arbitrator who shall be selected in accordance with the AAA Commercial
Arbitration Rules. The place of arbitration shall be Austin, Texas. The parties
agree that the award of the arbitrator shall be the sole and exclusive remedy
between them regarding any claims, counterclaims, issues or accountings
presented or plead to the arbitrator; that the arbitrator shall be the final
judge of both law and fact in arbitration of disputes arising out of or relating
to this Agreement, including the interpretation of the terms of this Agreement.
The parties further agree it shall be the sole and exclusive duty of the
arbitrator to determine the arbitrability of issues in dispute and that neither
party shall have recourse to the court of such a determination.
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19. Any notices required or permitted to be given under this Agreement shall be
properly made if delivered, in the case of Cirrus, to:
0000 Xxx Xxxxxxx
Xxxxxx, XX 00000
Attention: General Counsel
In the case of Mr. French to:
0000 Xxxxxxx Xxxx
Xxxxxx, XX 00000
20. Mr. French shall be solely responsible for payment of all taxes
incurred with respect to the payments set forth herein, including but not
limited to federal income and excise taxes and shall indemnify the Company with
respect to any liability arising from his failure to pay any and all applicable
taxes. The Company shall, as required, withhold from any payment hereunder
amounts required by any taxing authority.
21. This Agreement shall be for the benefit of and binding upon the
parties and their respective heirs, personal representatives, legal
representatives, successors and, as to Cirrus, assigns, including without
limitation, any successor to Cirrus by merger, consolidation, sale of stock or
assets, or otherwise.
In witness whereof, the parties have caused this Agreement to be
executed in multiple counterparts, each of which shall be deemed an original,
but all of which together shall constitute one instrument, at Xxxxxx, Xxxxxx
County, Texas on the Effective Date.
/s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx
Cirrus Logic, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
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