Steven Reimer Lake Forest, IL 60045 Dear Steve:
January
5, 2006
Xxxxxx
Xxxxxx
0000
Xxxxxxxxx Xx.
Lake
Forest, IL 60045
Dear
Xxxxx:
In
light
of your resignation from Mpower Communications, this letter is to inform
you of
the terms of your separation of employment from the company on March 1,
2006.
As you
are aware, you are subject to a Retention and Severance Agreement dated October
11, 2001, as amended by Amendment to Retention and Severance Agreement dated
January 24, 2005 (collectively, the “Severance Agreements”). Under the
circumstances, your resignation has triggered the Severance Agreements.
Please
read the following information in regard to your benefits.
SEVERANCE
BENEFIT:
You will
receive 100% of your base salary of $219,419.88 in severance, less all
applicable payroll deductions (the “Severance Benefit”), payable over one (1)
year in equal installments in accordance with the Company’s standard payroll
practices. In order to receive the Severance Benefit you must sign and return
the enclosed release and any Mpower equipment in your
possession (laptop, cell phone, tools, AMEX card, phone cards etc.). As noted
in
your release agreement you have 21 days to sign and return this agreement.
Please send your signed release to People Services, attention Xxxxx Xxxxxxx,
Rochester, in the enclosed, self-addressed envelope. Payment of the Severance
Benefit shall commence on return of the signed release as more fully outlined
in
the release agreement.
CONTINUED
EMPLOYMENT:
You
shall remain an employee of Mpower through March 1, 2006, with your duties
as
set forth in section 3(c) of your Severance Agreement dated October 11, 2001.
However, during the transition period from January 31, 2006 through February
28,
2006 you will only be expected to work 30 hours weekly, and your salary shall
be
reduced by one-half during that transition period.
FINAL
PAYCHECK: You
will
receive your final paycheck on March 17, 2006. If you have submitted any
expenses for reimbursement those will be processed on the regular schedule
and
mailed to your home.
BENEFITS:
You
are
currently enrolled in health and/or dental insurance. Your coverage will
end on
March 1, 2006. You remain responsible for the employee portion of your health
insurance premiums through March 1, 2006, which will be deducted from your
regular paychecks. If you wish to continue coverage after March 1, 2006,
you
will have the option to do so under COBRA. You will receive information in
the
mail regarding COBRA within a few weeks following 3/1/06.
All
other
benefits (Life insurance, dependent life, FSA, STD, LTD) will end on March
1,
2006. If you wish to continue your life insurance, you have 31 days to apply
for
a conversion policy. Please contact Xxx Xxxxxxx if you would like the conversion
forms.
EMPLOYEE
ASSISTANCE PROGRAM:
You will
be able to take advantage of Horizon Behavioral Services Program for up to
30
days after your separation date. This program will be able to refer you to
many
services including outplacement support. If you are interested in learning
more
about this program, please call 0-000-000-0000.
FLEXIBLE
SPENDING ACCOUNTS:
If you
are enrolled in the FSA program, you have 90 days to submit claims for services
that were rendered prior to your termination date. Submit all receipts to
Blue
Cross Blue Shield, 000 Xxxxx Xxxxxx, Xxxxxxxxx, XX 00000. If enrolled in
a
Medical/Dental Spending Account, coverage may be continued through the COBRA
program. Claim
forms can be obtained by calling the Blue Cross express line at 000-000-0000
or
by visiting the web site at xxx.xxxxxx.xxx.
2005
BONUS:
You
shall receive your 2005 Bonus, as determined in the ordinary course by the
Company and/or the Company’s Board of Directors pursuant to the 2005 Bonus Plan,
and without regard to your termination prior to the date such Bonus is
paid.
401(k):
If
you
were contributing to the Mpower Communications 401(k) plan, please see the
enclosed distribution form. Mail the completed form in the enclosed
envelope.
STOCK
OPTIONS: You
will
have five years from your date of termination to exercise any options that
have
vested to that date. Please contact Xxxxxxx Xxxxx Xxxxxx at (000) 000-0000
to
exercise your vested options.
Please
feel free to call or email People Services if you have any
questions.
Benefits
& 401(k): Xxx
Xxxxxxx 000-000-0000
000
Xxxxx’x Xxxxx, Xxxxx 000
Pittsford,
NY 14534
Email: xxxxxxxxxxxxxx@xxxxxxxxx.xxx
Sincerely,
| /s/ Xxxxx Xxxxxxx | |||
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| Xxxxx
Xxxxxxx VP, People Services |
Mpower
Communications Corp.
000
Xxxxx’x Xxxxx, Xxxxx 000
Pittsford,
NY, 14534
Release
I,
Xxxxxx
Xxxxxx ,
am a
party to a Severance Agreement (the “Agreement”),
dated
October 11, 2001, with Mpower Communications Corp., a Nevada corporation
(the
“Company”).
The
Agreement contemplates that, in consideration for my receipt of the Severance
Benefit (as such term is defined in the Agreement), I will deliver a Release
in
the form set forth below, and I now desire to deliver such Release to the
Company in the manner contemplated by the Agreement.
1.
General
Release.
In
consideration of the Severance Benefit, I hereby release and forever discharge
the Released Parties (as defined below) from any and all claims, actions,
causes
of action, suits, costs controversies, judgments, decrees, verdicts, damages,
liabilities, attorney’s fees, covenants, contracts and agreements (collectively,
including claims, actions and causes of action set forth in Section 2 below,
“Claims”)
that I
may have against the Released Parties based on or arising out of (i) my
employment relationship with and service as an employee, officer or director
of
the Company, and the termination of such relationship or service, or (ii)
any
event, condition, circumstance or obligation that occurred, existed or arose
on
or prior to the date hereof, including, without limitation, any Claims arising
under any applicable federal, state or local law, or any law of any foreign
jurisdiction, whether such Claim arises under statute, common law or in equity,
and whether or not I am presently aware of such claim. I further agree that
the
payments and benefits described in the Agreement are in full satisfaction
of any
and all Claims for payments or benefits that I may have against the Company
arising out of my employment relationship, my service as an employee, officer
or
director of the Company and the termination thereof. I also do forever release,
discharge and waive any rights that I may have to recover in any proceedings
brought by any federal, state or local agency against the Released Parties
to
enforce any laws.
For
purposes of this release, the “Released
Parties” means,
individually and collectively, the Company, its present, former and future
shareholders, partners, limited partners, affiliates, parents, subsidiaries,
successors, directors, officers, employees, agents, attorneys, successors
and
assigns.
2.
Specific
Release of ADEA Claims.
In
further consideration of the Severance Benefit, I hereby release and forever
discharge the Company and its employees, officers and directors from any
and all
Claims that I may have as of the date of my signing of this Release arising
under the
Federal Age Discrimination in Employment Act of 1967, as
amended,
and the
applicable rules and regulations promulgated thereunder (“ADEA”).
3.
Release
of Unknown Claims.
I
understand that I am releasing Claims pursuant to this Agreement that I may
not
know about, and that is my intent. I expressly waive all rights that I might
have under any law that is intended to prevent unknown Claims from being
released and I understand the significance of doing so. In addition, I
expressly acknowledge that the Release under this Agreement is intended to
include and does include in its effect, without limitation, all Claims which
I
do not know or suspect to exist in my favor at the time of execution of this
Release and that this Release expressly contemplates the extinguishment of
all
such Claims.
4.
No
Pending Litigation.
I
hereby represent and agree that I have not filed, and will not file, any
action,
complaint, charge, grievance or arbitration against any Released
Party.
5.
No
Right to Commence any Legal Action.
I will
not commence or join any legal action, which term includes, without limitation,
any demand for arbitration proceedings and any complaint to any federal,
state
or local agency, court or other tribunal, to assert any Claim released by
me
under this Agreement against a Released Party. If I commence or join any
such
legal action against a Released Party, I will promptly indemnify such Released
Party for its reasonable costs and attorneys’ fees incurred in defending such
action as well as any monetary judgment obtained by me against any Released
Party in such action.
6.
Acknowledgment.
By
signing this Release, I hereby acknowledge and confirm the
following:
(a)
Consultation
with an Attorney.
I was
advised in writing by the Company in connection with my termination of
employment to consult with an attorney of my choice prior to signing the
Agreement and this Release and to have such attorney explain to me the terms
of
the Agreement and this Release, including, without limitation, the terms
relating to my release of claims arising under ADEA.
(b)
Understand
this Agreement.
I have
read the Agreement and this Release carefully and completely and understand
each
of the terms thereof.
(c)
Twenty-One
Days to Consider.
I was
given not less than twenty-one days to consider the terms of the Agreement
and
this Release and to consult with an attorney of my choosing with respect
thereto, and that for a period of seven days following my signing of this
Release, I have the option to revoke this Release in accordance with the
terms
set forth below.
(d)
Consideration.
By
signing this Release, I hereby acknowledge and confirm that I am providing
the
Release and discharge set forth herein only in exchange for consideration
in
addition to anything of value to which I am already entitled.
7.
Revocation.
I have
the right to revoke this Release during the seven-day period (the “Revocation
Period”)
commencing immediately following the date I sign and deliver this Release
to the
Company. The Revocation Period shall expire at 5:00 p.m., New York time, on
the last day of the Revocation Period; provided,
however,
that if
such seventh day is not a business day, the Revocation Period shall extend
to
5:00 p.m. on the next succeeding business day. In the event of any such
revocation by me, the obligations of the Company to pay the Severance Benefit
pursuant to the Agreement shall terminate and be of no further force and
effect
as of the date of such revocation. No such revocation by me shall be effective
unless it is in writing and signed by me and received by a representative
of the
Company prior to the expiration of the Revocation Period.
My
signature below indicates my agreement with the terms and provisions described
above.
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| Date: | /s/ | |
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Xxxxxx Xxxxxx |
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