Exhibit 10.48
[STARMEDIA LOGO]
December 27, 2001
Xx. Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Re: SEPARATION AGREEMENT INCLUDING A GENERAL RELEASE
Dear Xxxxxxx:
This letter sets forth the terms of our agreement (this "Agreement")
with respect to your separation from employment with StarMedia Network, Inc.
and its subsidiaries (collectively, "StarMedia").
Your final date of employment with StarMedia will be December 31, 2001
("Separation Date"). As of the Separation Date, except as specifically
provided in this Agreement, all compensation, including bonuses, and all
other benefits and perquisites of employment with StarMedia, will cease,
and all option agreements, option grants and other rights heretofore granted
to you to purchase or otherwise obtain equity securities of StarMedia will
terminate as of the Separation Date and be of no further force and effect.
The Line of Credit provided pursuant to the letter agreement, dated
December 28, 2000, between you and StarMedia (the "Line of Credit"), will be
terminated on the Separation Date.
You may elect to continue your medical coverage at the prevailing active
employee rate(s) as provided by the Consolidated Omnibus Budget
Reconciliation Act of 1986 ("COBRA"). Additional information concerning your
COBRA rights will be provided separately.
If the terms of this Agreement are accepted by you and if you return a
fully executed original of this Agreement no later than December 31, 2001,
and if you perform all of your obligations under this Agreement prior to the
Separation Date, you will be entitled to the following:
a) On the Separation Date, StarMedia will pay you any unpaid salary
through the Separation Date and all reasonable unpaid expenses
incurred by you in connection with services to the StarMedia on or
prior to the Separation Date.
b) On Separation Date, StarMedia will forgive the remaining balance of
the American Express Corporate Credit Card balance credit that you are
currently repaying pursuant to the Capital Reimbursement Agreement
dated July 6, 2001. On the Separation Date that amount will be
$24,947.33.
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
Page 2
c) On or before January 20, 2002, StarMedia will pay you $64,167, less
appropriate withholdings. You acknowledge and agree that the Company
had no previous contractual or other obligation to pay you this
amount.
In return for the payments and other benefits described above as well as
the promises contained herein, you completely release StarMedia from all
claims of any kind, known and unknown, which you may know have or have ever
had against StarMedia, including claims for compensation, bonuses, severance
pay, stock options, loans, lines of credits, tax indemnity and all claims
arising from your employment with StarMedia, whether based on contract,
tort, statute, local or municipal ordinance, regulation or any comparable law
in any jurisdiction ("Released Claims"). By way of example and not in
limitation, the Released Claims shall include any claims arising under Title
VII of the Civil Rights Act of 1964, as amended, the Americans with
Disabilities Act, the New York Human Rights Law, the New York City Human
Rights Law, as well as any claims asserting wrongful termination, breach of
contract, negligent or intentional infliction of emotional distress,
negligent or intentional misrepresentation, negligent or intentional
interference with contract, and defamation.
You represent that you have not filed or permitted to be filed on your
behalf any claims, administrative proceedings or lawsuits against StarMedia,
and you agree that you will not do so at any time in the future with respect
to the subject matter of the Released Claims.
You agree not to disclose any confidential, proprietary or know-how
belonging to StarMedia or acquired by you during your employment with
StarMedia as described in the "Non-Disclosure and Development Agreement"
("Non-Disclosure Agreement"). You acknowledge that the Non-Disclosure
Agreement entered into by you on March 18, 1999 remains in effect after your
employment with StarMedia ends.
You represent that you have returned or will return prior to the
Separation Date to StarMedia, all StarMedia property (including without
limitation, keys to all offices and facilities, employee handbooks, business
cards, client files, corporate credit cards, telephone calling card, files,
sales material, laptop computer, cellular telephone, blackberry etc.) in your
possession and you have not retained any reproductions of these items.
You agree that you will cooperate with StarMedia and its counsel
(internal and external) in connection with any matter with which you were
involved while employed by StarMedia or of which you have knowledge by
providing information, answering questions, or appearing as a witness, and
that you will cooperate in connection with any administrative proceeding or
litigation relating to any matter in which you were involved or about which
you have knowledge as a result of your employment with StarMedia.
This Agreement shall be governed by the laws of the State of New York
and the parties in any action arising from this Agreement shall be subject
to the jurisdiction and venue of the federal and state courts, as applicable,
in the borough of Manhattan, State of New York.
Page 3
You and StarMedia mutually agree that any controversy or claim arising
out of or relating to this Agreement or its breach, shall be submitted to be
resolved by arbitration. The parties hereby waive any rights they may have to
trial by jury in regard to such claims. A judgment may be entered on the
arbitrator's award in any court having jurisdiction. Arbitration under this
Agreement shall be the exclusive remedy. You and StarMedia agree that
arbitration shall be held in or near New York, New York and shall be in
accordance with the then-current Employment Dispute Resolution Rules of the
American Arbitration Association, before an arbitrator licensed to practice
law in the State of New York. The arbitrator shall have authority to award or
grant both legal, equitable, and declaratory relief. Such arbitration shall be
final and binding on the parties. The Federal Arbitration Act shall govern
the interpretation and enforcement of this section pertaining to Alternative
Dispute Resolution.
You and StarMedia also agree that this letter contains all of our
agreements and understandings, and fully supersedes any prior agreements or
understandings that we may have had regarding the subject matter of this
Agreement.
You acknowledge you have have had an opportunity to consult counsel of
your own choosing, and that you have chosen to enter into this Agreement and
based upon your own judgment and not in reliance upon any promises made by
StarMedia other than those contained in this Agreement.
If this letter comports with your understanding of your agreement, please
sign on the line provided below and return the original by hand delivery.
Sincerely
/s/ XXXXX XXXXX
---------------------------------
Xxxxx Xxxxx
I have read and understand the Agreement above and agree to be bound by
its terms and conditions.
/s/ XXXXXXX XXXXXXXX 12/27/01
------------------------------- ---------------------------------
Xxxxxxx Xxxxxxxx Date
[STARMEDIA LOGO]
December 26, 2001
Xx. Xxxxxxx Xxxxxxxx
0000 Xxxxxx Xxxx
Xxx Xxxxx, XX 00000
Dear Xxxxxxx:
I am writing in reference to the agreement between you and StarMedia
Network, Inc. ("StarMedia"), dated December 28, 2000, relating to the line
of credit of up to $1.1 million that StarMedia has extended to you. Under
this agreement, you currently owe StarMedia $1.1 million in principal, plus
accrued interest (collectively, the "Outstanding Balance").
StarMedia hereby acknowledges that you have represented to us and to our
outside auditors that you do not have sufficient assets to repay the
Outstanding Balance. Accordingly, StarMedia has agreed to forgive all of your
indebtedness as to the Outstanding Balance based upon your inability to pay.
Please do not hesitate to contact me if you have any questions regarding
this matter.
Very truly yours,
/s/ XXXXX XXXXX
Xxxxx Xxxxx
SVP, Human Resources
I acknowledge and agree to the above:
/s/ XXXXXXX XXXXXXXX 12/26/01
--------------------------------- -----------------------------
Xxxxxxx Xxxxxxxx Date
00 Xxxx 00xx Xxxxxx, Xxx Xxxx, XX 00000
Phone: 000.000.0000
Fax: 000.000.0000
