{"id":40413,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/richard-belluzzo-resignation-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"richard-belluzzo-resignation-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/richard-belluzzo-resignation-agreement.html","title":{"rendered":"Richard Belluzzo Resignation Agreement"},"content":{"rendered":"<pre>                                                              \n\n                              Resignation Agreement\n\n\n     RESIGNATION AGREEMENT dated as of July 23, 2002, between Richard Belluzzo\n(\"Belluzzo\") residing at [redacted] Seattle, Washington and\nMicrosoft Corporation (\"Microsoft\") (\"Agreement\").\n\n1.   Resignation. Belluzzo hereby acknowledges his voluntary and irrevocable\nresignation from the offices of President and Chief Operating Officer effective\nMay 1, 2002. In addition, Belluzzo voluntarily and irrevocably resigns his\nemployment with Microsoft effective August 23, 2002 (\"Resignation Date\"). Except\nas expressly modified by paragraphs 2, 3 and 4 of this Agreement, Belluzzo's\nexisting compensation and benefits shall remain in place until the Resignation\nDate. In the event that Belluzzo elects to resign his employment prior to the\nResignation Date, any and all compensation and stock option vesting will cease\non the last day of his employment with Microsoft except as set forth below in\nparagraph 2. In consideration of Belluzzo signing this Agreement and his\nexecuting a general release of claims in a form acceptable to Microsoft\n(\"Release\"), Microsoft has agreed to undertake the commitments described in\nParagraphs 2 and 3 below, some or all to which Belluzzo would not otherwise be\nentitled.\n\n\n2.   Bonus and Other Consideration. In consideration of Belluzzo irrevocably\nresigning his employment and office as set forth in Section 1, signing this\nAgreement, delivering an effective and timely Release and honoring the\ncommitments undertaken herein, and conditioned upon each of the foregoing events\nhaving occurred, Microsoft agrees to: (1) take the actions described in\nParagraph 3 below; and (2) award Belluzzo a bonus under the Partner Bonus Plan\nfor the fiscal year ending June 30, 2002 in the amount of $350,000, which\namount exceeds the amount to which Belluzzo would be entitled as of right under\nthe Partner Bonus Plan. This bonus shall be payable on August 15, 2002 in\naccordance with Microsoft's  regular payroll procedures for payment of such\nbonuses (including tax withholding). Belluzzo acknowledges and agrees that he is\nnot eligible for and waives any and all rights to a bonus under the Partner\nBonus Plan for the fiscal year beginning July 1, 2002 and ending June 30, 2003.\nNothing in this Agreement represents a waiver by Belluzzo of any rights he might\notherwise have, including to be paid accrued vacation, receive health or other\ninsurance, or exercise his stock options in accordance with Microsoft's stock\noption plans except as set forth in Paragraph 3.\n\n3.   Cancellation of Options. In connection with option grants made September 1,\n1999 for 1,000,000 shares, March 6, 2000 for 1,000,000 shares, May 30, 2000 for\n500,000 shares and May 30, 2000 for 1,000,000 shares (the \"99\/00 Options\"), on\nDecember 12, 2000 Microsoft and Belluzzo entered into an arrangement whereby\nBelluzzo was advanced the sum of $15,000,000 which represented a minimum benefit\nto be received from the potential exercise of the 99\/00 Options unless Microsoft\nterminated his employment with cause or Belluzzo terminated without good reason.\nThe advance was acknowledged by a promissory note a copy of which is attached as\nExhibit A (the \"Note\"). In lieu of the provisions in the Note, the parties have\nparties have agreed that the 99\/00 Options shall be cancelled as of the\nResignation Date and Belluzzo shall retain all funds previously advanced.\nMicrosoft shall forgive the remaining unpaid balance of interest and principal\nowing under the Note. Microsoft will thereafter promptly cancel the Note and\nreturn it to Belluzzo. Belluzzo will execute such instruments as are reasonably\nrequested by Microsoft to evidence surrender and cancellation of the 99\/00\nOptions. The forgoing arrangements shall supercede any conflicting terms of the\nNote or any other oral or written agreement between the parties. Belluzzo\nunderstands that forgiveness of the Note and cancellation of the 99\/00 Options\nwill constitute ordinary income taxable to him, and which will be reported by\nMicrosoft as income to him. Accordingly, Belluzzo agrees to pay to Microsoft not\nlater than October 1, 2002, and Microsoft shall timely pay to the United States\nTreasury the amount of federal tax and employment withholding Microsoft is\nrequired to withhold with respect to the debt forgiven. The parties will execute\nsuch instruments and documentation as is reasonably necessary to evidence\nwithholding and payment of the withheld sum.\n\n                                       1.\n\n\n\n4.   Miscellaneous.  This Agreement and the Release contain the entire\nagreements and all the promises and covenants exchanged by the parties and merge\nany and all prior written and oral communications concerning the financial terms\nrelating to Belluzzo's resignation. In executing this Agreement, each party\nwarrants that he or it is relying solely upon his or its own judgment and\nknowledge, and that he or it is signing in the absence of any caercion or duress\nwhatsoever. The parties agree that the provisions of this Agreement are\nseverable. In the event that any provision is found to be unlawful or\nunenforceable, the remaining provisions shall remain in full force and effect.\nThe parties further agree that all questions with respect to the construction of\nthis Agreement and the rights and liabilities under it shall be governed by the\nlaws of the State of Washington, and any dispute arising in connection with the\nexecution and\/or operation of this Agreement shall be determined in a Washington\ncourt of competent jurisdiction, to whose personal jurisdiction Belfuzzo\nconsents to submit. In the event suit is commenced to enforce this Agreement,\nthe substantially prevailing party shall be entitled to an award of his or its\nreasonable attorneys' fees and costs. This Agreement shall bind the heirs,\nsuccessors, representatives, and assigns of each party.\n\n                                        Microsoft Corporation\n\n\n\/s\/ Richard Belluzzo                    By \/s\/ Steven A. Ballmer\n--------------------                       ----------------------------------\nRichard Belluzzo                           Steven A. Ballmer, Chief Executive\n                                               Officer\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8221],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9551],"class_list":["post-40413","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-microsoft-corp","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40413","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40413"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40413"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40413"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40413"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}