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Exhibit 10.14
December 23, 1999
Xxxxxxxx X. Xxxx
000 X. Xxxxxx Xxxxxx
Xxxx X
Xxx Xxxxxxx, XX 00000
Re: Separation Agreement
Dear Xxxxx:
I am pleased that we have reached agreement on the terms for your
separation from employment with Flashcom. Once signed by you, this letter will
serve as our final agreement on the following terms:
1. TERMINATION: Your employment with Flashcom will terminate by mutual
[/s/ LRW] agreement effective December 3, 1999, and you are relieved of all
duties and responsibilities as of that date. You of course will be paid all
salary, accrued vacation, and reimbursable expenses due through that date,
regardless of whether you sign this letter.
2. UNEMPLOYMENT BENEFITS: The Company will not contest your eligibility
for unemployment compensation if you report to the State that your employment
ended due to a reorganization.
3. RETURN OF COMPANY PROPERTY: If you have not done so already, you must
gather up and return all Company property in your possession or under your
control. This includes but is not limited to all keys, credit cards, originals
and copies of documents, and all office, computer, or telephone equipment.
4. SEPARATION BENEFITS: In consideration for your signing this
agreement, the Company will provide the following severance pay and benefits
once this agreement takes effect:
A. SALARY CONTINUATION: The Company will continue paying your
current base salary through its regular payroll for a period of two [/s/
LRW] months from December 3, 1999, through February 3, 2000, minus
appropriate withholding and payroll deductions.
B. STOCK OPTIONS: Notwithstanding the vesting schedule set forth
in your Stock Option Agreement dated as of June 4, 1999, the Company
hereby agrees to accelerate the vesting of and make immediately
exercisable 10,000 of your outstanding stock options [/s/ LRW] (for
30,000 (thirty thousand) options after giving effect to the three for
one split of the outstanding shares of the Company's outstanding stock
effective December 7, 1999) effective as of December 3, 1999, and you
will thereafter have the right to exercise those options and purchase
10,000 shares of common stock of the Company in accordance with the
terms of your Stock Option Agreement and the Company's 1999 Incentive
Stock Option, Nonqualified Stock Option and Restricted Stock Purchase
Plan (the "Plan") as such terms relate to the exercise of vested stock
options upon termination of employment. All of your other outstanding
options will lapse in accordance with the terms of your Stock Option
Agreement and the Plan.
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C. GROUP MEDICAL CONTINUATION: If you elect to continue your
group medical coverage after your termination date, the Company will
continue paying the premiums for such coverage until the end of June
2000 or until you become covered by another group medical plan,
whichever occurs first. Any further coverage beyond that date will be at
your expense.
5. COOPERATION: You agree to cooperate in assuring a smooth and orderly
transition of your duties and responsibilities as specifically requested by the
Company, but you are not to report to the Company or take any action on its
behalf after your termination date. You and the management of the Company will
refrain from making any disparaging comments about the other or from interfering
in any way with the other's business or future employment. In responding to
inquiries about you from prospective employers, the Company will disclose your
dates of employment, title, and final rate of pay, provided you refer all such
inquiries to the attention of Human Resources.
6. FINAL SETTLEMENT: Since these benefits go beyond what you are
entitled to under the Company's policies, you agree that this separation
agreement constitutes a full and final settlement of any and all claims, known
or unknown, of any kind that you or your dependants may have to date against the
Company or any of its parent or affiliated companies and their offices,
directors, shareholders, employees, insurors, agents, successors, or assigns,
and you agree to dismiss and never to bring any legal or administrative action
based on any such claim. This includes but is not limited to claims arising from
your hiring, employment, compensation, or termination, or claims for any form of
employment discrimination or harassment arising under equal employment laws such
as title VII of the Civil Rights Act of 1964, the Age Discrimination in
Employment Act, or the California Fair Employment and Housing Act.
7. CONFIDENTIALITY: You agree to keep this agreement, including the fact
and amount of pay and benefits, strictly confidential to the fullest extent
allowed by law, but you may disclose it to your attorney or accountant.
8. TRADE SECRETS: During your employment, you were entrusted with access
to highly confidential trade secrets of the Company concerning its customers and
prospects, finances, sales and marketing programs, business plans, personnel,
and other subjects. You agree to keep all such information confidential and not
to use or disclose it for any purpose after your termination. You must also
comply with all applicable laws regarding the use or disclosure of inside
information relating to your stock options.
9. VOLUNTARY AGREEMENT: You acknowledge that you are entering into this
agreement freely and voluntarily, with a full understanding of its terms
including the release of all claims. You are advised to consult an attorney if
you so desire before signing this agreement.
10. COMPLETE AGREEMENT: You agree that this letter sets forth all of the
terms of your agreement with the Company, and supersedes any other agreements
you may have with the Company, but that any other agreements you have signed
with the Company concerning confidential information or assignment of inventions
shall remain in effect.
11. NO ADMISSION: You acknowledge that this is not an admission of poor
performance or wrongdoing by you or the Company, and shall not be used as
evidence of guilt.
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If you elect not to sign this letter, you will still receive your final salary
and accrued vacation through your termination date, but this agreement will
become null and void.
12. EFFECTIVE DATE: To assure that you agree voluntarily to these terms,
including the release of all claims you may have against the Company, you will
have a period of twenty-one (21) days after you receive this agreement which to
decide whether or not to sign it. Once you have signed this agreement, you will
have an additional period of seven (7) days after signing in which to revoke
your acceptance by notifying me in writing, and returning any severance benefits
you may have received. This agreement will not take effect and you will not be
entitled to the severance pay and benefits until that seven day period has
lapsed without your revoking your acceptance.
I will look forward to receiving a signed copy of this agreement. I wish
you the best in your future endeavors.
Very truly yours,
/s/ Xxxxxxx X. Xxxxxx
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I agree to the terms stated in this letter (with modifications noted).
/s/ Xxxxxxxx X. Xxxx Dated: December 23, 1999
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