SEPARATION AGREEMENT
AND GENERAL RELEASE
This Separation Agreement and General Release ("Agreement") is made
and entered into this 17th day of January, 2003, by and between Globecomm
Systems Inc. (hereinafter the "Company" or "Employer") and G. Xxxxxxx Xxxxxxxx
("Employee") (hereinafter collectively referred to as the "Parties"), and is
made and entered into with reference to the following facts.
RECITALS
WHEREAS, Employee was hired by the Company on or about November 5,
2001, as a Corporate Vice President, Sales and Marketing; and
WHEREAS, the Company and Employee have agreed to terminate their
employment relationship effective Friday, January 17, 2003 (the "Termination
Date"); and
WHEREAS, the Parties each desire to resolve any potential disputes
which exist or may exist arising out of Employee's employment with the Company
and/or the termination thereof.
NOW THEREFORE, in consideration of the covenants and promises
contained herein, the Parties hereto agree as follows:
1. Agreement By the Company. In exchange for Employee's agreement to
be bound by the terms of this entire Agreement, including but not limited to the
Release of Claims in paragraph 3, the Company agrees:
a. to provide Employee with a lump-sum payment in the amount of two
hundred fifty thousand dollars ($250,000), less statutory
deductions and withholdings, to be paid on the first regularly
scheduled payroll date following the Effective Date, as defined
below; and
b. to provide Employee with monthly payments of five thousand five
hundred fifty five dollars ($5,555), less statutory deductions and
withholdings, for thirty six (36) months commencing July 1, 2003.
In the event that Employee secures Alternate Employment with a
total annual compensation of at least two hundred thousand dollars
prior to July 1, 2003, the monthly payments provided for herein
shall not commence, and the Company shall be under no obligation
to make such payments. In the event that Employee secures
Alternate Employment with a total annual compensation of at least
two hundred thousand dollars subsequent to July 1, 2003, the
monthly payments provided for herein shall cease immediately, at
that time.
Employee acknowledges that, absent this Agreement and notwithstanding
any prior written agreements with the Company, he has no legal, contractual or
other entitlement to the consideration set forth in this paragraph and that the
amounts set forth in this paragraph constitute valid and sufficient
consideration for Employee's release of claims and other obligations set forth
herein.
2. Agreement by the Employee. In exchange for the payments described
in paragraph 1 above, Employee agrees to be bound by the terms of this entire
Agreement, and further agrees to provide the Company with written notification
immediately upon his securing alternate employment.
3. Release of Claims. Employee hereby expressly waives, releases,
acquits and forever discharges the Company and its divisions, subsidiaries,
affiliates, parents, related entities, partners, officers, directors,
shareholders, investors, executives, managers, employees, agents, attorneys,
representatives, successors and assigns (hereinafter collectively referred to as
"Releasees"), from any and all claims, demands, and causes of action which
Employee has or claims to have, whether known or unknown, of whatever nature,
which exist or may exist on Employee's behalf from the beginning of time up to
and including the date of this Agreement. As used in this paragraph, "claims,"
"demands," and "causes of action" include, but are not limited to, claims based
on contract, whether express or implied, fraud, stock fraud, defamation,
wrongful termination, estoppel, equity, tort, retaliation, intellectual
property, personal injury, spoliation of evidence, emotional distress, public
policy, wage and hour law, statute or common law, claims for severance pay,
claims related to stock options and/or fringe benefits, claims for attorneys'
fees, vacation pay, debts, accounts, compensatory damages, punitive or exemplary
damages, liquidated damages, and any and all claims arising under any federal,
state, or local statute, law, or ordinance
prohibiting discrimination on account of race, color, sex, age, religion, sexual
orientation, disability or national origin, including but not limited to, the
Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964
as amended, the Americans with Disabilities Act, the Family and Medical Leave
Act or the Employee Retirement Income Security Act.
4. Acceptance of Agreement/Revocation. This Agreement was received by
Employee on January 17, 2003. Employee may accept this Agreement by returning a
signed original to the Company by no later than February 7, 2003. This Agreement
shall be withdrawn if not accepted in the above manner on or before February 7,
2003. Employee shall have seven (7) days after signing this Agreement to revoke
it by delivering written confirmation of revocation to the Company within the
seven (7) day period.
5. Confidentiality. Employee understands and agrees that this
Agreement, and the matters discussed in negotiating its terms, are entirely
confidential. It is therefore expressly understood and agreed that Employee will
not reveal, discuss, publish or in any way communicate any of the terms, amount
or fact of this Agreement to any person, organization or other entity, with the
exception of his immediate family members and professional representatives,
unless required by subpoena or court order. Employee further agrees that he will
not, at any time in the future, make any statements to any third parties that
disparage any of the Releasees personally or professionally.
6. Company Property/Proprietary Information. Employee agrees to
continue to abide by the terms of sections 4, 5, 6, and 7 of his employment
agreement with the Company, dated January 25, 2002.
7. New York Law Applies. This Agreement, in all respects, shall be
interpreted, enforced and governed by and under the laws of the State of New
York. Any and all actions relating to this Agreement shall be filed and
maintained in the federal and/or state courts located in the State and County of
New York, and the parties consent to the jurisdiction of such courts. In any
action arising out of this Agreement, or involving claims barred by this
Agreement, the prevailing party shall be entitled to recover all costs of suit,
including reasonable attorneys' fees.
8. Integration. Except as otherwise specifically provided for, this
Agreement constitutes an integrated, written contract, expressing the entire
agreement between the Parties with respect to the subject matter hereof. In this
regard, Employee represents and warrants that he is not relying on any promises
or representations which do not appear written herein. Employee further
understands and agrees that this Agreement can be amended or modified only by a
written agreement, signed by all of the parties hereto.
9. Voluntary Agreement. EMPLOYEE UNDERSTANDS AND AGREES THAT HE MAY BE
WAIVING SIGNIFICANT LEGAL RIGHTS BY SIGNING THIS AGREEMENT, AND REPRESENTS THAT
HE HAS ENTERED INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY, WITH A FULL
UNDERSTANDING OF AND IN AGREEMENT WITH ALL OF ITS TERMS.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on
the dates provided below.
DATED: January 17, 2003 Globecomm Systems Inc.
By: /s/ Xxxxxxx X. Xxxxxx
-------------------------
Its: President
DATED: January 22, 2003 G. Xxxxxxx Xxxxxxxx
/s/ G. Xxxxxxx Xxxxxxxx
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