Exhibit 10.17
FORM OF
SEPARATION AGREEMENT AND FULL
RELEASE OF CLAIMS
This Separation Agreement and Full Release of
Claims (this “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 Roy H. Chestnutt
(“Employee”).
RECITAL S
A.
Employee is eligible for
a bonus payment under the Grande Communications Holdings, 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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Employee was
separated from his employment with the Company effective as of
September 14, 2009 (the “Separation Date”), thereby
discontinuing any employer/employee relationship between the
Company and Employee. Employee acknowledges and agrees
that his employment relationship with the Company has been
permanently and irrevocably severed and that the Company and its
parent and affiliate companies do not have any obligation,
contractually or otherwise, to reemploy or hire Employee in the
future.
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Pursuant to the
terms of the Transaction Bonus Plan and this Release, the Company
will pay the Employee, in consideration of the promises described
in this Release, a bonus payment of $112,500 (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 22 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 (as defined in
Section 11 herein), 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 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 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, separation from
employment or relationship with any Released Party, in violation of
Section 3 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 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
acknowledges and agrees that the Company’s obligations under
this Release are contingent upon Employee’s performance of
his obligations set forth in this Release and Employee’s
continuing post-employment obligations as set forth in the
Employment Agreement by and between the Company and Employee dated
as of December 31, 2005, as amended (the “Employment
Agreement”) and the Consulting Agreement by and between the
Company and the Employee dated as of September 14, 2009 (the
“Consulting Agreement”). Any breach of such
obligations under this Release or the post-employment obligations
under the Employment Agreement or the Consulting Agreement will
result in an immediate termination of the Company’s
obligation to pay any unpaid amounts under Section 2 herein, in
addition to all other remedies available to the Company at law or
in equity. Employee acknowledges that his violation or
attempted violation of any of the obligations in Section 6, 7, 8 or
9 of this Release or of any of the obligations under the Employment
Agreement or the Consulting Agreement will cause irreparable damage
to the Company, and Employee therefore agrees that the Company
shall be entitled as a matter of right to an injunction in any
court of competent jurisdiction, restraining any violation or
further violation of any such provisions or agreements by Employee
or others acting on his behalf. &
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