RETENTION BONUS AGREEMENT
Exhibit 10.3
WHEREAS, Xxxxx Xxxxxxxx, (the “Employee”) is currently an employee of Sycamore Networks, Inc. (the Company”); and
WHEREAS, the Company and Employee have determined that it is in the best interests of both parties to encourage Employee to remain employed by the Company during the period specified below.
NOW, THEREFORE, in consideration of the promises and mutual agreements made herein, the parties agree as follows:
| 1. | Retention Bonus. The Company will pay a retention bonus to Employee following the occurrence of the following: |
| a. | If Employee continues to perform in a satisfactory manner his duties and responsibilities and remains employed with the Company through the dates set forth below (the “Qualifying Dates”), the Company will pay retention bonuses to Employee of thirty-thousand ($30,000) (the “Retention Bonuses”) in the first regular payroll following each of the Qualifying Dates set forth below: |
| i. | March 7, 2014 |
| ii. | March 7, 2015 |
| iii. | March 7, 2016 |
| b. | If the Employee’s employment with the Company is terminated by the Company for any reason other than Cause (as defined below) between the date hereof and any Qualifying Date shown above, and Employee will no longer provide services to the Company on a consulting or independent contractor basis, Employee will receive a Retention Bonus as if the Qualifying Date for that particular year of service had occurred, but will not receive Retention Bonuses for any future years. |
| c. | If the Employee’s employment with the Company is terminated by the Company for any reason other than Cause (as defined below) between the date hereof and any Qualifying Date shown above, but Employee will continue to provide services to the Company on a consulting or independent contractor basis following termination, Employee will continue to receive Retention Bonuses in accordance with the schedule set forth in 1(a) above. |
| d. | For purposes of 1(b) and 1(c) above, “Cause” shall mean (a) an intentional act of fraud, embezzlement or theft in connection with the Employee’s duties to the Company or in the course of Employee’s employment with |
| the Company; (b) Employee’s willful engagement in gross misconduct that is demonstrably and materially injurious to the Company; or (c) Employee’s willful and continued failure to perform his duties with the Company (other than any such failure resulting due to physical or mental illness). For purposes of this definition, no act or failure to act on Employee’s part shall be deemed “willful” unless done or omitted to be done by employee not in good faith and without reasonable belief that Employee’s action or omission was in the best interests of the Company. |
| 2. | Withholding. It is understood and agreed upon that the Company shall deduct from the Retention Bonuses all applicable statutory and discretionary withholding amounts to the extent Employee remains an employee of the Company. If Employee’s employment with the Company is terminated but Employee will continue to provide services to the Company on a consulting or independent contractor basis following termination, the Company will not withhold taxes with respect to the Retention Bonuses. |
| 3. | Separate Payment. The Retention Bonuses are separate and distinct from any payments for which Employee may be entitled to under any severance or other employment agreement with the Company. |
| 4. | No Right of Employment. The receipt and execution of this Agreement does not change the Company’s relationship with Employee. This Agreement does not give Employee the right to be retained in the employment of the Company, nor does it imply or confer any other employment rights. Nothing contained in this Agreement shall be construed to create a contract of employment with Employee, and the Company’s relationship with Employee shall remain terminable at will. |
| 5. | Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the matters referred to herein and no other agreement, oral or otherwise, shall be binding upon the parties unless it is in writing and signed by the party against whom enforcement is sought. There are no promises, representations, inducements or statements between the parties with respect to this matter other than those that are expressly contained in this Agreement. |
| 6. | Amendments. This Agreement may not be altered, modified or amended except by written instrument signed by an authorized representative of each of the parties. |
| 7. | Governing Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws principles thereof. |
IN WITNESS WHEREOF, the parties have executed this Agreement.
| By: | /s/ Xxxxx Xxxxxxxx | |
| Date: | April 15, 2013 | |
| SYCAMORE NETWORKS, INC. | ||
| By: | /s/ Xxxx X. Xxxxxxx | |
| Date: | April 15, 2013 | |
