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EXHIBIT
10.1
MUTUAL RELEASE AND SEPARATION
AGREEMENT
THIS MUTUAL RELEASE AND SEPARATION AGREEMENT
(this
“Agreement”) is made as of the 7th day of September,
2007, by Peter Khoury, an individual (“Khoury”), and
GLOBETEL COMMUNICATIONS CORP., a Delaware corporation
(“GlobeTel”).
Preliminary Statements
Khoury
has been employed as Chief Executive Officer and has been a
director of GlobeTel Communications Corp. In connection with
Khoury’s employment, Khoury was entitled to certain
compensation and benefits.
Khoury
and GlobeTel wish to resolve and to settle all issues between
them relating to the employment of Khoury by GlobeTel,
including without limitation, all issues relating to salary
and bonus payable to Khoury, as hereinafter set
forth
W I T N E S S E T H
:
NOW, THEREFORE, in
consideration of the foregoing premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
1.
Preliminary Statements .
The foregoing Preliminary Statements are true and form a part of
this Agreement.
2.
Severance .
GlobeTel shall pay, provide and/or issue to Khoury:
a.
An
amount equal to $83,333 (4 monthly pay periods, May thru
August) representing the amount due for unpaid salary due to
be paid according to sub-paragraph f below;
b.
1,333,333
options for Shares of GlobeTel common stock valued as set
forth on Appendix A to the Employment Agreement to be provided
on execution of this Agreement;
c.
Accrued
but unpaid expenses of
$60,017.78
to be paid according to sub-paragraph f below; ;
d.
801,045
shares of GlobeTel Common stock, or cash equivalent,
representing the amount due for stock component of unpaid
salary, as set forth on Appendix A to the Employment Agreement
to be issued on execution of this Agreement;
e.
$125,000
in cash in full settlement of the severance provisions of
Khoury’s Employment Agreement to be paid according to
sub-paragraph f below.
f.
The
cash payments set forth in sub-paragraphs a, c and e above
shall be paid in 12 equal monthly installments. However, when
the Company has received financing the Company shall also
allocate 10% of the first round of funding and 15% of each
further round of such financing to provide immediate lump sum
payments to Khoury. Notwithstanding the lump sum payments,
monthly payments will continue to be made by GlobeTel to
Khoury until all cash amounts in sub-paragraphs a, c and e are
fully paid up within a maximum period of 6 months from the
date of execution thereof.
g.
GlobeTel
will pay for all air freight costs associated with shipping
all of Khoury’s personal belongings from Miami to his
home address in London.
3.
Treatment of Stock Options
.
(a)
Khoury
may exercise the following Options,
i.
500,000
options as set forth on Appendix A to the Employment
Agreement, previously granted to him in whole or part from
time to time at any time during the option period set forth in
his Option Agreement.
ii.
657,895
of the 1,315,789 options granted on May 22, 2007 in whole or
part from time to time at any time during the option period
set forth in his Option Agreement. The remaining 657,894
options granted on that date shall be canceled.
(b)
If
GlobeTel is acquired as a result of a friendly or hostile
takeover or merger or other combination, all the stock and
option based compensation that Khoury would be entitled should
this Agreement, or any of his option agreements, have run for
their term shall immediately become vested and due to
Khoury.
(c)
GlobeTel
hereby amends the Option Agreement to delete any reference to
the GlobeTel Stock Option Plan, including but not limited to,
any provision providing that the Option Agreement incorporates
any terms of the GlobeTel Stock Option Plan that requires a
holder of Options to exercise such options prior to the end of
the option term in the event of termination of employment, and
to confirm that the Options may be exercised at any time or
from time to time. GlobeTel agrees to take such actions as may
be necessary to facilitate the exercise of the Options and the
issuance of Option Shares during the option term set forth in
the Option Agreement.
4.
Retention and Assignment of Company Property
.
GlobeTel hereby assigns to Khoury all right, title and interest
that it may have in the Sony Vaio laptop, Samsung Monitor and HP
Printer, in the possession of Khoury. GlobeTel will pay for Khoury
to provide a “clone” copy of the hard drive of the
laptop. GlobeTel will pay for Khoury to ship one (1) HotZone 4010
unit and associated antenna from London to GlobeTel offices in
Miami. Khoury shall delete or cause to be deleted any and all
proprietary information, trade secrets or any other information or
programs in his possession that are the property of GlobeTel. This
shall include any work-product of Khoury that was created on
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