EXHIBIT 10.37
TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT (this "Agreement"), is made and entered into
effective as of the 21st day of March, 2001, by and between VYYO INC., a
Delaware corporation (hereinafter the "Corporation"), and XXXXXXX XXXXXX
(hereinafter "Xxxxxx").
WHEREAS, Xxxxxx is employed by the Corporation pursuant to the terms of
that certain Employment Agreement (the "Employment Agreement") by and between
Xxxxxx and the Corporation entered into as of January 1, 2000; and
WHEREAS, Xxxxxx has become physically disabled such that he is unable to
continue his services to the Corporation as Chief Operating Officer; and
WHEREAS, Xxxxxx and the Corporation desire to terminate the Employment
Agreement and Xx. Xxxxxx'x employment on the terms set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, the parties hereto hereby agree as follows:
1. The Employment Agreement is hereby terminated and is of no further
force or effect, and Xx. Xxxxxx'x employment with the Corporation is
hereby terminated.
2. The Corporation shall pay to Xxxxxx x xxxxxxxxx payment of $125,000,
subject to withholding for tax on such amount. In addition, the
Corporation shall continue to pay Xx. Xxxxxx'x and his family's
premiums for his current health insurance policy until December 31,
2001.
3. The Option Agreement between the Corporation and Xxxxxx dated as of
November 23, 1999, is hereby amended such that all of the 30,000
unvested options remaining outstanding under such agreement are hereby
vested and exercisable on the date hereof. These 30,000 options,
together with the 11,808 options that are currently vested and
outstanding under such option agreement, shall remain outstanding
until the earlier to occur of (i) Xxxxxx'x exercise of such options,
or (ii) March 21, 2002. Except as amended hereby, such option
agreement shall remain unchanged.
4. The Option Agreement between the Corporation and Xxxxxx dated as of
October 12, 2000, is hereby amended such that 78,000 of the 117,000
options granted under such option agreement are hereby vested and
exercisable on the date hereof, and shall remain outstanding until the
earlier to occur of (i) Xxxxxx'x exercise of such options, or (ii)
March 21, 2002. The remaining 39,000 options under such agreement are
hereby
terminated. Except as amended hereby, such option agreement shall
remain unchanged.
5. The Option Agreement between the Corporation and Xxxxxx dated as of
December 4, 2000, is hereby amended such that 40,000 of the 80,000
options granted under such option agreement are hereby fully vested
and exercisable on the date hereof, and shall remain outstanding until
the earlier to occur of (i) Xxxxxx'x exercise of such options, or (ii)
March 21, 2002. The remaining 40,000 options under such agreement are
hereby terminated. Except as amended hereby, such option agreement
shall remain unchanged.
IN WITNESS WHEREOF, the parties have executed this Amendment as of the date
first written above.
VYYO INC. XXXXXXX XXXXXX
a Delaware corporation
00000 Xxxxxxx Xxxxx Xxxx., Xxx. 000
Xxxxxxxxx, XX 00000 /s/ Xxxxxxx Xxxxxx
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(Signature)
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By: /s/ Xxxx X'Xxxxxxx
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(Print Address)
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