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Exhibit 10.1
EXECUTIVE SEPARATION AND
RELEASE AGREEMENT
This
Agreement is effective as of July 27, 2007, and is by and
among Jeffrey L. Herrmann (“Executive”) and Telular
Corporation, a Delaware corporation (the
“Company”).
RECITALS:
A. Executive is the Chief Operating Officer and Executive Vice
President of Company.
B. Executive and Company are parties to that certain Severance
Agreement dated as of February 1, 2005 (the “Severance
Agreement”).
B. Executive has submitted to Company his resignation as an
officer of Company.
C. Executive and Company wish to make certain arrangements,
relating to the terms of Executive’s severance payment, as
specified herein.
AGREEMENT:
1.
Termination . Company has accepted Executive’s
resignation as an officer of the Company, effective on the date
hereof. Company and Executive agree that Executive’s
employment by Company will terminate on August 3, 2007 (the
“Termination Date”). Such termination shall, for
purposes of the Severance Agreement, constitute termination without
“Cause,” as such term is defined in the Severance
Agreement.
2.
Interim Services . Until the Termination Date,
Executive’s duties under the Employment Agreement shall
consist of providing such transitional assistance and support to
Company as the Board of Directors or the Chief Executive Officer
may reasonably request. Following the Termination Date and until
February 3, 2008, Executive shall, upon the reasonable request
of the Board of Directors or the Chief Executive Officer and to the
extent that doing so does not interfere with his duties to any
subsequent employer, make himself available to the Company to
answer questions, facilitate contacts with third parties, and
otherwise facilitate the transition of his functions to new
personnel.
3.
Clarification of Severance Arrangements . On the Termination
Date, Company shall pay to Executive (i) the amount of any
accrued and unpaid salary for the period ended August 3, 2007;
(ii) the amount of any accrued but unused paid time off that
Executive may have as of the Termination Date in accordance with
Company’s paid time off policy; and (iii) reimbursement,
in accordance with applicable Company policies, procedures and
standards, for any business expenses for which Executive is
entitled to reimbursement. On the date ten (10) days following
the Termination Date, provided that Executive has executed on the
Termination Date and has not, within the seven (7) days
thereafter, rescinded the Release specified in Section 8(b),
Company shall pay to Executive the $135,000 severance payment
(representing six months’ salary) specified in Section 1 of
the Severance Agreement. For the period commencing on the
Termination Date and ending on the earlier of
(i) February 29, 2008, and (ii) the date upon which
Executive becomes eligible to participate in the medical insurance
plan of a subsequent employer, the Company shall also pay on behalf
of Executive the insurance premiums associated with the
continuation pursuant to COBRA of Executive’s medical
insurance coverage under the Company’s medical plans. All
payments to be made pursuant to this Section 3 shall be
subject to appropriate withholding for federal, state and other
applicable taxes.
4.
Stock Options . Executive is currently the holder of a total
of 155,000 outstanding stock options issued to him by Company, of
which, on the Termination Date, 118,333 will be vested. The 31,667
options which, in accordance with the terms of the applicable stock
option agreements, will be unvested on the Termination Date and
will not become vested on or before January 30, 2008 shall, in
accordance with the terms of such stock option agreements,
terminate on the Termination Date. The 5,000 options which, in
accordance with the terms of the applicable stock option
agreements, will not be vested on the Termination Date but which
will become vested on or before January 30, 2008, shall
instead terminate on the date set forth on Schedule 1 hereto,
and will become exercisable upon the date indicated on
Schedule 1 hereto (and the relevant stock option agreements
are hereby amended to reflect such extension of the terms thereof).
The 123,333 options that are either vested or shall become vested
by January 30, 2008, shall terminate in accordance with the
termination provisions set forth on Schedule 1 hereto (and the
relevant stock option agreements are hereby amended to reflect the
extension of the exercise periods for such stock options until the
date specified on Schedule 1 hereto), in each case if such
option has not been exercised prior to the date on which it would
otherwise terminate.
5.
Ownership of Material Information . Executive hereby
confirms that all right, title and interest of every kind and
nature whatsoever in and to discoveries, inventions, improvements,
patents (and applications therefore), copyrights, ideas, processes,
developments, know-how, laboratory notebooks, creations, properties
and all other proprietary rights arising from, or in any way
related to, Executive’s employment by Company, whether
developed by Executive independently or jointly with others
(“Intellectual Property”), is and remains the exclusive
property of Company, and Executive has no interest therein. If
Company elects to seek patent or other protection with respect to
an Intellectual Property, Executive shall, at Company’s
expense, take all actions reasonably requested by Company to obtain
such protection for the benefit of Company and to fully vest in
Company and its successors and assigns full right and title to such
Intellectual Property. On or before the Termination Date, Executive
shall return to Company all property of Company, including all
copies of or relating to any Intellectual Property, in the
possession or under the control of Executive.
6.
Confidentiality . Executive shall not disclose to anyone any
confidential information concerning the business or affairs of
Company (or of any affiliate or subsidiary of Company), including
but not limited to lists of and records relating to customers,
business plans, business negotiations, market information,
financial and cost information, and scientific and technical
information (whether of Company or entrusted to Company by a third
party under a confidentiality agreement or understanding) that
Executive shall have acquired in the course of, or incident to, the
performance of his duties to Company or pursuant to any prior
dealings with Company or any affiliate or subsidiary of Company.
Executive shall hold in strictest confidence, a
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