Exhibit 10.18
FORM OF
GENERAL RELEASE OF
CLAIMS
This General
Release of Claims (“Release”) is by and between Grande
Communications Networks LLC, a Delaware limited liability company
and successor-in-interest to Grande Communications Networks, Inc.
(the “Company”), and ______________
(“Employee”).
A. Employee
is eligible for a bonus payment under the Grande Communications
Network, Inc. Transaction Bonus Plan (“Transaction Bonus
Plan”), subject to certain conditions.
B. One
of the conditions of Employee receiving a bonus payment under the
Transaction Bonus Plan is that Employee sign a release.
C. This
Release is the release required by the Transaction Bonus Plan as a
condition for receiving a bonus payment under the Transaction Bonus
Plan.
D. The
bonus payment referenced in this Release is the bonus payment
payable under the Transaction Bonus Plan; this Release does not
entitle Employee to any monetary payment other than such bonus
payment.
In consideration of the mutual promises and
considerations herein contained, the parties agree as
follows:
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Pursuant to the
terms of the Transaction Bonus Plan and this Release, if the
transactions contemplated under the Recapitalization Agreement
dated as of August 27, 2009 by and among ABRY Partners VI, L.P.,
Grande Communications Networks, Inc., Grande Communications
Holdings, Inc. ABRY Partners, LLC, Grande Investment L.P. and
Grande Parent LLC (the “Recapitalization Agreement”)
are consummated, then the Company will pay the Employee, in
consideration of the promises described in this Release,
a bonus payment of $_____________________ (less payroll
taxes and other applicable withholdings and
deductions). Such payment shall be made on or before the
tenth (10 th
) business day following the
Effective Date (as defined in Section 15 herein).
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For good and
valuable consideration, as set forth herein and in the Transaction
Bonus Plan, Employee hereby releases and forever discharges the
Company and its parent and subsidiary entities, affiliates,
predecessors, successors and assigns and each of their partners,
members, officers, directors, agents, investors, attorneys and
employees (collectively, the “Released Parties”) from
any and all claims, liabilities, costs, and damages of any nature
whatsoever, both known and unknown, including, but not limited to,
any claims based on any right under the Civil Rights Act of 1964,
as amended, 42 U.S.C. §§ 2000e, et seq.; the Americans
with Disabilities Act, 42 U.S.C. §§ 12101, et seq.; the
Age Discrimination in Employment Act; the Texas Commission on Human
Rights Act, Tex. Labor Code §§ 21.001, et seq.
(prohibiting discrimination based upon age, race, sex, religion,
national origin, disability), the Family and Medical Leave Act
(FMLA), the Consolidated Omnibus Budget Reconciliation Act of 1985,
§ 4980B of the Internal Revenue Code of 1986, as amended.
(“COBRA.”), the Employee Retirement Income Security Act
(ERISA), the Worker Adjustment and Retraining Notification Act, 29
U.S.C. §§ 2101 et seq. (WARN), the National Labor
Relations Act, as amended, 42 U.S.C. §§ 1981-1983, and
any and all applicable federal, state and local laws and
regulations; and any and all statutory claims and common law causes
of action for breach of contract or tort, including but not limited
to claims of wrongful discharge, fraud, promissory estoppel,
intentional infliction of emotional distress, defamation, and
assault, which he/she has or may have against the Company or any
Released Party based on or arising out of, or alleged to have been
suffered by, in connection with or as a consequence of the
Transaction Bonus Plan, the consummation of the transactions
contemplated under the Recapitalization Agreement or any alleged
act or omission which occurred on or at any time prior to the date
of Employee’s execution of this Release.
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This Release
specifically includes, without limitation, the release and forever
discharge of all claims that might be asserted by or on behalf of
Employee in any suit or claim against any or all of the Released
Parties for or on account of any matter whatsoever up to and
including the time that Employee executes this
Release. Employee represents and warrants that, to the
best of his/her knowledge, no other person or entity other than
Employee is entitled to assert any claims of any kind or character
based on or arising out of, or alleged to have been suffered by, in
or as a consequence of Employee’s employment or relationship
with any Released Party. Excluded from this Release are
any claims which cannot be waived by law; however, Employee does
waive his/her right to any monetary recovery if any agency pursues
claims against the Company on Employee’s behalf.
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Employee agrees
never to institute, directly or indirectly, any action or
proceeding of any kind against any of the Released Parties based on
or arising out of, or alleged to have been suffered by, in or as a
consequence of Employee’s employment or relationship with any
Released Party, in violation of Section 2 herein.
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Employee agrees
the amount paid hereunder will be treated as a strictly
confidential matter between the Employee and the Company, and will
not be disclosed by Employee to any person or entity other than to
his/her spouse, accountant or tax advisor, except as may be
otherwise required by law required to be filed with the Securities
and Exchange Commission, or as necessary in filing tax returns.
This confidentiality provision is a material and substantial term
of this Release.
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Employee hereby
acknowledges receipt of the Cancellation Notice from the Board of
Directors of the Company whereby the Board of Directors
communicated its intent to terminate all options in connection with
the R
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