SEPARATION AND GENERAL RELEASE AGREEMENT
Exhibit 10.48
SEPARATION AND GENERAL RELEASE AGREEMENT
This Separation and General Release Agreement (the “Agreement”) is made by and between Xxxxxx Xxxxxxxxx (the “Employee”) and Cambium Networks, Inc. (“Cambium” or the “Company”) (collectively, the “Parties”).
WHEREAS, the Company and the Employee have mutually agreed to the termination of Employee’s employment with the Company Group (as defined below) and desire to resolve any and all issues between them with respect to the Employee’s employment at the Company Group and his termination from such employment; and
WHEREAS, the Company desires to confirm certain post-employment obligations that Employee has to the Company and/or its parent company, Cambium Networks, Ltd. or affiliates (collectively the “Company Group”), including with respect to confidential information and inventions, pursuant to and in accordance with the terms of the Employee’s Offer Letter dated April 10, 2022 (the “Offer Letter”) and his Confidentiality, Invention Assignment, Non-Competition, and Non-Solicitation Agreement, dated April 15, 2022 (the “Confidentiality Agreement”); and
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is acknowledged hereby, and in consideration of the mutual covenants and undertakings set forth herein, the Parties agree as follows:
(a) In exchange for and in consideration of the covenants and promises contained herein, including the Employee’s release of all claims against Cambium and the
Released Parties as set forth in this Agreement, and in consideration of Employee’s agreement to remain in the Company’s employ through and including February 2, 2024, the Company shall pay to the Employee a lump sum of $280,000, less applicable withholdings and deductions, payable promptly after the Termination Date (but in no event later than sixty (60) days following the Termination Date).
(b) The Employee acknowledges and agrees that unless the Employee enters into this Agreement, the Employee would not otherwise be entitled to receive the consideration set forth in Paragraph 3(a) above.
(c) The Employee further acknowledges and agrees that: (i) the Employee shall not receive, and is not entitled to receive, any other payments, benefits or remuneration of any kind from the Company Group or the Released Parties, except as set forth in this Agreement, and (ii) the consideration set forth in Paragraphs 2 and 3 of this Agreement constitute full accord and satisfaction for all amounts due and owing to the Employee, including all salary, wages, incentive compensation, commissions, paid time off, reimbursements or other payments, benefits or remuneration of any kind which may have been due and owing to the Employee. Employee further acknowledges that Employee is not eligible for severance under the terms of the Offer Letter due to his separation from the Company.
(d) All payments made by the Company shall be subject to any mandatory deductions and withholdings.
2
(a) Exceptions. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement prohibits Employee (or his attorney) from confidentially or otherwise communicating or filing a charge or complaint with a governmental or regulatory entity, participating in a governmental or regulatory entity investigation, or giving other disclosures to a governmental or regulatory entity concerning suspected violations of the law, in each case without receiving prior authorization from or having to disclose any such conduct to the Company, or from responding if properly subpoenaed or otherwise required to do so under applicable law. Nothing in this Agreement shall be construed to affect the Equal Employment Opportunity Commission’s (“Commission’s”), National Labor Relations Board’s, the Occupational Safety and Health Administration’s, and the Securities and Exchange Commission’s (“SEC’s”), or any federal, state, or local governmental agency or commission’s (“Governmental Agencies’”) or any state agency’s independent right and responsibility to enforce the law, nor does this Agreement affect Employee’s right to file a charge or participate in an investigation or proceeding conducted by either the Commission or any such Governmental Agency, although this Agreement does bar any claim that Employee might have to receive monetary damages in connection with any Commission or Governmental Agency proceeding concerning matters covered by this Agreement. This Agreement does not limit Employee’s right to receive an award or bounty for information provided to the SEC or any other Governmental Agencies, including under the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act of 2010 (“Xxxx-Xxxxx”). Further, nothing in this Agreement prohibits Employee from testifying in an administrative, legislative or judicial proceeding regarding alleged criminal conduct or harassment, when Employee has been required or requested to attend a proceeding pursuant to court order, subpoena, or written request from an administrative agency or the legislature. Moreover, nothing in this Agreement prevents the disclosure of factual information relating to claims of sexual assault, harassment, discrimination, failure to prevent harassment or discrimination, or retaliation against a person for reporting an act of harassment or discrimination, as those claims are defined under applicable law, to the extent the claims are filed in a civil or administrative action, and to the extent such disclosures are protected by law.
3
(b) Execution of this Agreement does not bar any claim that arises hereafter, including (without limitation) a claim for breach of this Agreement, any rights Employee may have under COBRA, and any rights Employee may have under any ERISA-covered employee benefit plan, and it does not release Employee’s eligibility for indemnification in accordance with applicable laws, the articles, charter and bylaws of the Company.
(c) Employee acknowledges that he has been advised or has had an opportunity to seek advice by legal counsel and he is, by this Agreement, waiving claims pursuant to California Civil Code Section 1542 or the laws of other states similar hereto, and he expressly waives such rights as quoted below:
“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Employee hereby expressly waives any rights he may have under any other statute or common law principles of similar effect.
(d) Release of Claims Under the Age Discrimination in Employment Act. The Employee specifically knowingly and voluntarily releases the Released Parties from any and all claims, actions, causes of action, obligations for damages (including but not limited to compensatory, exemplary and punitive damages), losses, expenses, attorneys' fees or costs, back pay, loss of earnings, debts, reinstatement, for causes of action that he may have as of the date on which this Agreement is executed (the “Execution Date”) arising under the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. 621, et seq. and its state or local equivalent (“ADEA”). The Employee further agrees that:
4
(e) The Employee hereby waives any right that the Employee may have to seek or to share in any relief, monetary or otherwise, relating to any claim released herein, whether such claim was initiated by the Employee or not.
(a) Confidential Information. Subject to the exceptions set forth above in Paragraph 4(a), the Employee hereby acknowledges and agrees to adhere to his continuing contractual and legal obligations to the Company Group with respect to the nondisclosure, nonuse and protection of the Company Group’s confidential information, including as expressly set forth in Paragraph 2of the Confidentiality Agreement.
(b) Inventions. The Employee hereby acknowledges and agrees to adhere to his continuing contractual and legal obligations to the Company Group with respect to inventions and work product, including as expressly set forth in Paragraph 3 of the Confidentiality Agreement.
(c) Non-Competition. The Employee hereby acknowledges and agrees to adhere to his continuing contractual and legal obligations to the Company Group with respect to non-competition, including as expressly set forth in Paragraph 4 of the Confidentiality Agreement.
(d) Non-Solicitation. The Employee hereby acknowledges and agrees to adhere to his continuing contractual and legal obligations to the Company Group with respect to non-solicitation, including as expressly set forth in Paragraph 4 of the Confidentiality Agreement.
5
(e) Return of Property. The Employee agrees and acknowledges that all written materials, records, documents, electronic files and any other tangible items made by the Employee or coming into his possession during his employment by the Company Group concerning the business or affairs of the Company Group are the sole property of Cambium. The Employee represents and warrants that, as of the Termination Date: (i) he has returned to the Company all such Company Group property (and any copies thereof), including, but not limited to, all identification cards, keys, credit cards, documents, computers, cell phones, and disks, as well as all materials containing confidential information, in any form; and (ii) he has destroyed (and not retained) any of the Company Group’s confidential information on his personal computer (or any other personal electronic device in his possession, custody or control); provided, however, that the Employee shall be entitled to retain the mobile telephone and laptop issued to him by the Company, following disconnection by the Company’s IT staff of all Company Group property on such laptop and mobile telephone. Employee shall be entitled to port the mobile telephone number to his own service.
(f) Mutual Non-Disparagement. Subject to the exceptions in Paragraph 4(a) above, for the twelve (12) month period following the Termination Date, (i) the Employee will not knowingly disparage or make any derogatory statements regarding the Company Group, its directors, or its officers, and (ii) the Company will not knowingly disparage or make any derogatory statements regarding the Employee; provided, however, that the Company’s obligations under this Paragraph 6(e) shall be limited to communications by its senior corporate executives on the executive staff and members of the Board of the Company or its direct or indirect parent; provided, further, that the foregoing restrictions shall not apply to any statements by the Employee or the Company that are made truthfully in response to a subpoena or as otherwise required by applicable law or other compulsory legal process. Notwithstanding anything contained in this section to the contrary, neither Employee nor any other person shall be prohibited from making truthful statements in connection with any litigation, arbitration, deposition or other legal proceeding, or as may be required by law, any subpoena or any governmental or quasi-governmental authority. Nothing in this Agreement prevents Employee from discussing or disclosing information about unlawful acts in the workplace, such as harassment or discrimination or any other conduct that employee has reason to believe is unlawful.
(g) Blue-Penciling. If, at the time of enforcement of any of the provisions of Paragraph 6 of this Agreement (or the provisions of the Offer Letter or the Confidentiality Agreement), it shall be adjudged that the duration, scope, geographic area or other restrictions stated therein are unreasonable under circumstances then existing, the Employee and the Company agree that the maximum duration, scope, geographic area or other restrictions deemed reasonable under such circumstances by such court shall be substituted for the stated duration, scope, geographic area or other restrictions.
(h) Survival; Reasonableness. The Employee acknowledges and agrees that the provisions of this Paragraph 6 of this Agreement (and the provisions of the Offer Letter and the Confidentiality Agreement) survive the termination of his employment and remain binding. The Employee further acknowledges and agrees that the provisions of this
6
Paragraph 6 of this Agreement (and the provisions of the Offer Letter and the Confidentiality Agreement) are reasonable and necessary to protect the legitimate business interests of the Company Group.
(i) Transition Cooperation. In consideration for the payments and agreements set forth herein, Employee will cooperate in the transition of his work related to the business issues and projects Employee was involved in while employed by the Company Group and Employee will be available to provide such transitional assistance as may be requested by the Company, provided there is no interference with any other employment Employee may then have.
7
8
9
THE EMPLOYEE ACKNOWLEDGES THAT HE HAS CAREFULLY READ THIS AGREEMENT, UNDERSTANDS IT, AND IS VOLUNTARILY ENTERING INTO IT OF HIS OWN FREE WILL, WITHOUT DURESS OR COERCION, AFTER DUE CONSIDERATION OF ITS TERMS AND CONDITIONS.
CAMBIUM NETWORKS, INC.
By: /S/ Xxxxx Xxx_________ Name: __Xxxxx Xxx_________ Xxxxx: __General Counsel______ Date: _____Jan 30, 2024______ |
XXXXXX XXXXXXXXX
By: /S/ Xxxxxx Xxxxxxxxx_______ Xxxx: Jan 29, 2024 |
10