{"id":40465,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/separation-agreement-excite-home-and-don-hutchison.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"separation-agreement-excite-home-and-don-hutchison","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/separation-agreement-excite-home-and-don-hutchison.html","title":{"rendered":"Separation Agreement &#8211; Excite@Home and Don Hutchison"},"content":{"rendered":"<pre>\n                              SEPARATION AGREEMENT\n\nThis Separation Agreement (the 'Agreement') is entered into by and between At\nHome Corporation ('Excite@Home') and Don Hutchison ('Hutchison') as of January\n31, 2000.  The parties agree as follows:\n\n     1.   Resignation.  Hutchison has resigned from his position as SVP, General\nManager @Work for the Excite@Home effective as of December 31, 1999 and will\ncease all employment with Excite@Home on February 15, 2000 (the 'Step Down\nDate').  Hutchison acknowledges and agrees that his employment with Excite@Home\nwill terminate on the Step Down Date, and that after such date he will have no\nright to employment with Excite@Home.  Notwithstanding the foregoing, the\nparties acknowledge that at a later date this Agreement may be amended by the\nwritten consent of both parties to provide for a longer period of employment\nand\/or other benefits in connection with Hutchison's work in creating a new\nventure focused on the work.com business portal.  There is no express or implied\nobligation, however, for either party to enter into such an amendment.\n\n     2.   Benefits During Transition Period.  From December 31, 1999 through the\nStep Down Date (the 'Transition Period'), Hutchison will receive the same\nemployee benefits as he received prior to December 31, 1999 (including his\nsalary for the period, his current medical benefits, and continued stock\nvesting) except that he will not participate in Excite@Home's executive bonus\nplan for 2000.\n\n     3.   Duties and Authority During the Transition Period.\n\n          (a) Duties.  During the Transition period, Hutchison will continue to\nabide by Excite@Home's Invention Assignment and Confidentiality Agreement; will\ncomply with all of Excite@Home's standard employment policies and procedures\nincluding Excite@Home's guidelines governing trading by company personnel; and\nwill not engage in any dishonest, fraudulent or illegal activity in his capacity\nas an Excite@Home employee.\n\n          (b) Authority.  Hutchison agrees that he has no authority to act on\nbehalf of Excite@Home during the Transition  Period or at any time thereafter,\nand he will not represent to others that he has any such authority.\n\n     4.   Benefits Following the Step Down Date.  Upon the Step Down Date,\nHutchison will receive no further employee benefits except as expressly set\nforth below.\n\n          (a) Expenses.  Hutchison will submit to Excite@Home within fifteen\n(15) days of the Step Down Date any unreimbursed Excite@Home authorized business\nexpenses incurred by him on or before that date and Excite@Home will promptly\nreimburse Hutchison for such expenses.\n\n          (b) Accrued Vacation Pay.  Excite@Home shall pay Hutchison the value\nof all unused and not lost vacation days accrued through the Step Down Date,\nless all applicable tax \n\n \nwithholdings and other standard deductions.\n \n          (c) Medical and Dental Benefits; COBRA.  Excite@Home will offer\nHutchison the opportunity to continue health and dental insurance coverage, at\nHutchison's own expense, to the extent required by COBRA.  Hutchison\nacknowledges that he has received the information and documentation required in\norder to extend his health and dental insurance coverage under COBRA.\n\n     5.  1999 Bonus Payment.  Excite@Home executives are eligible to receive a\nbonus payment under the 1999 Executive Bonus Plan calculated based on\nExcite@Home's performance against the 1999 bonus criteria (i.e. 40% company\nrevenue, 40% P&amp;L, and 20% customer satisfaction).  If and at the time the\nCompensation Committee authorizes bonus payments under the 1999 Executive Bonus\nPlan, Hutchison will receive a bonus payment calculated in the same manner as\nused for all other eligible executives.\n\n     6.   Section 401(k) Plan.  Hutchison will no longer be eligible to make\ncontributions to the Excite@Home Retirement Savings and Investment Plan (the\n'401(k) Plan') after the Step Down Date.  On the Step Down Date, Hutchison's\ncontributions to the 401(k) Plan, if any, will be distributed to him or left in\nthe 401(k) Plan in accordance with his instructions and the provisions of 401(k)\nPlan.\n\n     7.   Stock.\n\n          (a) Original Stock Option Grant.  On March 15, 1997, Hutchison\npurchased 800,000 shares (on a split adjusted basis) of Excite@Home Series A\nCommon Stock (the 'Original Option Shares') at a purchase price of $0.125 per\nshare (on a split adjusted basis) by exercising a stock option that was granted\nto Hutchison on March 3, 1997.  The Original Option Shares will continue to vest\nuntil the Step Down Date at their normal rate (i.e. 2.083% per month).  In\naddition, the parties agree that the vesting of an additional 116,667 Original\nOption Shares was accelerated as of December 31,1999 pursuant to that certain\nletter agreement between Excite@Home and Hutchison dated February 10, 1997\nconcerning vesting upon a 'change of control' (as defined therein).  On the Step\nDown Date, Excite@Home will exercise its right to repurchase all of Hutchison's\n83,333 unvested Original Option Shares at $0.125 per share.\n\n          (b) Other Stock Option Grants.  All other stock options granted to\nHutchison will continue to vest until the Step Down Date at their normal rate\n(i.e. 2.083% per month).   All vested and unexercised stock option shares not\nexercised by Hutchison within ninety (90) days following the Step Down Date will\nbe forfeited.\n\n          (c) Stock Purchase Plan.  Hutchison will no longer be eligible to\nparticipate in the Employee Stock Purchase Plan (the 'ESPP') following the\ncompletion of the current purchase period on February 1, 2000.\n\n     8.  Nonsolicitation and Proprietary Information.\n\n          (a) Nonsolicitation.  Hutchison  will remain bound by the Excite@Home\nInvention Assignment and Confidentiality Agreement, including without limitation\nthe \n\n \nnonsolicitation obligations contained therein. The parties acknowledge and\nagree, however, that these nonsolictation obligations do not prevent Hutchison:\n(i) from hiring an Excite@Home employee when the employee initiates hiring\ndiscussions with Hutchison or Hutchison's new employer, or (ii) prevent\nHutchison from hiring any former Excite@Home employee so long as Hutchison does\nnot induce that person to leave Excite@Home or otherwise solicit the employment\nof that person while that person is employed at Excite@Home.\n\n          (b) Excite@Home Property.  Promptly following the Step Down Date,\nHutchison will return to Excite@Home all Excite@Home property now in his\npossession  (including, if applicable, his Excite@Home badge, portable computer,\nportable phone and Excite@Home access cards\/keys) unless Hutchison and\nExcite@Home's Senior Vice President of Human Resources agree in writing that\nHutchison will retain or purchase specific equipment.\n\n     9.   Hutchison Release.  Hutchison forever fully releases and discharges\nExcite@Home, its predecessors, successors, subsidiaries, officers, directors,\nagents, attorneys, employees and assigns (collectively referred to hereafter as\n'Releasees') from any and all causes of action, claims, suits, demands or other\nobligations or liabilities (except those set forth in this Agreement), whether\nknown or unknown, that Hutchison ever had, now has, or may in the future have,\nthat may be alleged to arise out of or in connection with his employment with\nExcite@Home and his separation therefrom (collectively referred to hereafter as\nthe 'Hutchison Claims'), including, but not limited to any claims:  (a) for\nwages, stock, bonuses or expense reimbursements, and (b) that any terms of his\nemployment with Excite@Home or any circumstances of his separation were\nwrongful, in breach of any obligation of Excite@Home or in violation of any\ncontractual rights or any rights arising under any federal, state or local\nstatute (including, without limitation, the Age Discrimination in Employment Act\nand the Older Worker Protection Act).  Hutchison further agrees not to sue or\notherwise institute or cause to be instituted or in any way participate in\n(except at the request of Excite@Home) legal or administrative proceedings\nagainst the Releasees with respect to the Hutchison Claims.\n\n     10.  Excite@Home Release.   Excite@Home forever fully releases and\ndischarges Hutchison from any and all causes of action, claims, suits, demands\nor other obligations or liabilities (except those set forth in this Agreement),\nwhether known or unknown, that Excite@Home ever had, now has, or may in the\nfuture have, that may be alleged to arise out of or in connection with his\nemployment with Excite@Home or his separation therefrom other than those related\nto his obligations under the Excite@Home Invention Assignment and\nConfidentiality Agreement (collectively referred to hereafter as the\n'Excite@Home Claims').  Excite@Home further agrees not to sue or otherwise\ninstitute or cause to be instituted or in any way participate in legal or\nadministrative proceedings against Hutchison with respect to Excite@Home Claims.\n\n     11.  Other Claims.  This Agreement extends to all claims of every nature\nand kind, known or unknown, suspected or unsuspected, past, present, or future,\narising from or attributable to Hutchison's employment with Excite@Home or the\ntermination of that employment, and any and all rights granted to Hutchison and\nExcite@Home under Section 1542 of the California Civil Code or any analogous\nstate law or federal law or regulation are hereby expressly waived. Section 1542\nof the Civil Code of the State of California reads as follows:\n\n \n          A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES\n          NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE\n          RELEASE, WHICH IF KNOWN BY HIM MUST OF MATERIALLY AFFECTED HIS\n          SETTLEMENT WITH THE DEBTOR.\n\n     12.  Confidentiality.  Both parties agree that they will not disclose the\nterms of this Agreement to any other party except as required by law.  This\ncovenant of non-disclosure is a material inducement to each party for entering\ninto this Agreement.\n\n     13.  Arbitration.  Both parties agree that any dispute between them\nregarding any aspect of this Agreement or any of the terms or circumstances of\nHutchison's employment with Excite@Home or the termination of that employment\nwill be resolved pursuant to confidential arbitration proceedings to be held in\nSan Mateo County, California, in accordance with the rules of the American\nArbitration Association. The parties agree that the decision of the arbitrator\nwill be final and binding upon the parties.\n\n     14.  No Admission of Liability.  Nothing in this Agreement shall constitute\nan admission by either party of any claim, liability, wrongdoing, or violation\nof the law, all of which are denied by both parties.\n\n     15.  Authorization.  The parties agree that they have read and understand\nthe foregoing Agreement, and that they affix their signatures hereto voluntarily\nand without coercion.  Hutchison further acknowledges that he has been given an\nopportunity to consult with an attorney of his own choosing concerning the terms\nof this Agreement, and that the waivers he has made and the terms he has agreed\nto are knowingly made, conscious, and with full appreciation that he is forever\nforeclosed from pursuing any of the rights so waived.\n\n     16.  Review Period.  Hutchison  has been advised (and acknowledges such\nadvice) that he may take up to twenty-one (21) days to consider this Agreement\nafter the date it was delivered to him, that he should consult with an attorney\nprior to executing this Agreement, that he may revoke this Agreement within\nseven (7) days of execution and that this Agreement shall not be effective or\nenforceable until the end of such seven (7) day revocation period.  In order to\nrevoke this Agreement, Hutchison must deliver to the General Counsel of\nExcite@Home a letter stating that he is revoking this Agreement.\n\n     17.  Miscellaneous.  This Agreement will bind the parties and their\nrespective legal representatives, successors and assigns.  This Agreement will\nbe governed by the laws of California.  This Agreement may not be modified\nwithout the written consent of both parties.  This Agreement contains the entire\nagreement and understanding between the parties with respect to this matter and\nsupersedes all prior discussions, agreements, and understandings except as\nexpressly provided herein.  This Agreement may be executed in counterparts.\n\nIN WITNESS WHEREOF, the parties duly execute this Agreement as of the date first\nwritten above.\n\n \nAT HOME CORPORATION\n\n\n\nBy:    \/s\/ Leilani Gayles                           \/s\/ Don Hutchison\n    -----------------------------                ----------------------------- \n    Leilani Gayles                               DON HUTCHISON\n    Senior Vice President, Human Resources\n\n        \n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6782],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9551],"class_list":["post-40465","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-at-home-corp","corporate_contracts_industries-technology__programming","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\/40465","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=40465"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40465"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40465"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40465"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}