EMPLOYMENT SEPARATION AGREEMENT
THIS EMPLOYMENT SEPARATION AGREEMENT (the "Agreement"), which includes and C hereto which are incorporated herein by this reference, is entered into by and between TEKELEC, a California corporation
("Tekelec"), and Eric Gehl ("Former Employee"), and shall become effective when executed by both parties hereto (the
A. Former Employee ceased to be an employee and officer of Tekelec on November 30, 2007 (the
B. Former Employee desires to receive severance benefits under Tekelec's Officer Severance Plan dated May 21,
2007 (the "Severance Plan"), which benefits are stated in the Severance Plan to be contingent upon, among other things, Former
Employee's entering into this Agreement and undertaking the obligations set forth herein.
C. Tekelec and Former Employee desire to set forth their respective rights and obligations with respect to Former
Employee's separation from Tekelec and to finally and forever settle and resolve all matters concerning Former Employee's past services to
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants and conditions set forth
herein, the receipt and sufficiency of which are hereby acknowledged, Tekelec and Former Employee hereby agree as follows:
As used herein, the following terms shall have the meanings set forth below:
1.1. "Includes;" "Including." Except where followed directly by the word
"only," the terms "includes" or "including" shall mean "includes, but is not limited to," and
"including, but not limited to," respectively.
1.2. "Severance Covered Period." The term "Severance Covered Period" shall mean a
period of time commencing upon the effective date of this Agreement and ending on the last day of the Change in Control Severance Period or
General Severance Period, as applicable.
1.3. Other Capitalized Terms. Capitalized terms (other than those specifically defined herein) shall have the
same meanings ascribed to them in the Severance Plan.
2. MUTUAL REPRESENTATIONS, WARRANTIES AND COVENANTS
Each party hereto represents, warrants and covenants (with respect to itself/himself only) to the other party hereto
that, to its/his respective best knowledge and belief as of the date of each party's respective signature below:
2.1. Full Power and Authority. It/he has full power and authority to execute, enter into and perform its/his
obligations under this Agreement; this Agreement, after execution by both parties hereto, will be a legal, valid and binding obligation of such
party enforceable against it/him in accordance with its terms; it/he will not act or omit to act in any way which would materially interfere with or
prohibit the performance of any of its/his obligations hereunder, and no approval or consent other than as has been obtained of any other party
is necessary in connection with the execution and performance of this Agreement.
2.2. Effect of Agreement. The execution, delivery and performance of this Agreement and the consummation
of the transactions hereby contemplated:
- will not interfere or conflict with, result in a breach of, constitute a default under or violation of any of the terms,
provisions, covenants or conditions of any contract, agreement or understanding, whether written or oral, to which it/he is a party (including, in
the case of Tekelec, its bylaws and articles of incorporation each as amended to date) or to which it/he is bound;
- will not conflict with or violate any applicable law, rule, regulation, judgment, order or decree of any government,
governmental agency or court having jurisdiction over such party; and
- has not heretofore been assigned, transferred or granted to another party, or purported to assign, transfer or grant
to another party, any rights, obligations, claims, entitlements, matters, demands or causes of actions relating to the matters covered
3. CONFIDENTIALITY OBLIGATIONS DO NOT TERMINATE
Former Employee acknowledges that any confidentiality, proprietary rights or nondisclosure agreement(s) in favor
of Tekelec which he may have entered into in connection with his employment (collectively, the "Nondisclosure Agreement") with