Exhibit 10.5
STRICTLY
CONFIDENTIAL
SEPARATION AGREEMENT AND GENERAL
RELEASE
This Separation Agreement and General Release
(“Agreement”) is entered into between SpectraLink
Corporation (“SpectraLink”) and David Rosenthal.
SpectraLink and Mr. Rosenthal may be referred to in this Agreement
together as the “Parties” or individually as a
“Party.” For purposes of this Agreement,
SpectraLink includes any company related to SpectraLink, in the
past or present; the past and present officers, directors,
employee’s, shareholders, attorneys, agents and
representatives of SpectraLink; any present or past
employee’s benefit plan sponsored by SpectraLink and/or the
officers directors, trustees, administrators, employees, attorneys,
agents and representatives of such plan; and any person who acted
on behalf of SpectraLink or on instruction from
SpectraLink.
In exchange for the releases and
other agreements specified in this Agreement, the Parties agree as
follows:
Proprietary and Confidential
Information . Mr.
Rosenthal understands and acknowledges that in the course of
carrying out his duties while employed by SpectraLink, a
relationship of confidence and trust was created in favor of
SpectraLink with respect to any information of a confidential and
proprietary nature that was disclosed to his by SpectraLink and
that relates to the business of SpectraLink (“Proprietary
Information”). Such Proprietary Information includes, but is
not limited to, business strategies, financial information,
accounting procedures, forecasts, business policies, projections,
inventions, marketing plans, product plans, personnel information,
customer lists, identities of prospective business partners, and
his specific job responsibilities and activities while employed by
SpectraLink.
Mr. Rosenthal acknowledges that he
continues to be bound by the SpectraLink Corporation Employee
Non-Disclosure Agreement, and that as a result of his employment
with SpectraLink, he had access to SpectraLink Proprietary
Information. Mr. Rosenthal agrees to hold all Proprietary
Information in strict confidence, to not disclose it to anyone or
any entity except as may be specifically required by law or court
order, and to not make use of such Proprietary Information on
behalf of anyone. Mr. Rosenthal confirms that he has delivered to
SpectraLink all documents and data of any nature containing or
pertaining to such Proprietary Information and that he has not
taken with his any such documents or data or any reproduction
thereof. Mr. Rosenthal specifically acknowledges and agrees that
any breach of this provision shall irreparably harm SpectraLink so
as to entitle it to injunctive relief to stop any further breaches
or threatened breaches of this provision. Nothing in the foregoing
shall affect in any way the validity and enforceability of the
releases given pursuant to this Agreement, which shall remain
binding and enforceable as against Mr. Rosenthal.
Non-Disparagement
. Mr. Rosenthal agrees that the good
reputation of SpectraLink is an important asset of SpectraLink, and
therefore agrees that he shall not make any statement or other
communication that disparages or otherwise denigrates SpectraLink,
and shall decline to discuss SpectraLink with any third party
(except with his legal counsel, financial advisors, and immediate
family members) other than to confirm his employment and dates of
employment with SpectraLink. Mr. Rosenthal specifically
acknowledges and agrees that any breach of this provision shall
irreparably harm SpectraLink so as to entitle it to injunctive
relief to stop any further breaches or threatened breaches of this
provision. Nothing in the foregoing shall affect in any way the
validity and enforceability of the releases given pursuant to this
Agreement, which shall remain binding and enforceable as against
Mr. Rosenthal.
Settlement Consideration for Mr.
Rosenthal. SpectraLink
has paid Mr. Rosenthal all employment compensation and has provided
Mr. Rosenthal with all benefits to which Mr. Rosenthal is entitled
through and including the effective date of this Agreement.
SpectraLink will make the following additional payments to Mr.
Rosenthal and will provide Mr. Rosenthal with specified benefits
and consideration in exchange for Mr. Rosenthal’s release of
SpectraLink and in settlement of any claim or claims Mr. Rosenthal
may have against SpectraLink.
Settlement Payment . As consideration for Mr. Rosenthal’s
release of all claims against SpectraLink, SpectraLink will pay Mr.
Rosenthal the sum of $86,666.67 less lawfully required
withholdings, which payment will commence over the agreed upon
separation period set forth below upon execution of this
Agreement.. Payment will be in the form of a SpectraLink check to
Mr. Rosenthal mailed to him at his residence address. Mr.
Rosenthal
understands that as part of the settlement, he
will hold the position of non-executive assistant to the president
and his benefits will continue until September 10, 2006, at which
time Mr. Rosenthal must return all SpectraLink property in his
possession and that he will perform this position from his home
office. If SpectraLink’s property is not returned to Kathryn
Zuber, Director of Human Resources on September 10, 2006, Mr.
Rosenthal will be billed for the value of all SpectraLink
property.
SpectraLink shall treat such payment as income
to Mr. Rosenthal from which ordinary federal and state withholding
and taxes shall be deducted. Mr. Rosenthal will indemnify and hold
SpectraLink harmless from any costs, liability or expense,
including reasonable attorney’s fees, arising from the
taxation, if any, of any amounts received by Mr. Rosenthal pursuant
to the Agreement, including but not limited to any penalties or
administrative expenses.
Mr. Rosenthal’s Release of
SpectraLink .
General Release of
SpectraLink Mr. Rosenthal
understands that Agreement is a knowing and voluntary waiver of
claims by Mr. Rosenthal related to his employment with and
separation from SpectraLink. In exchange for the consideration set
forth in this Agreement and except for matters specifically
reserved in this Agreement, Mr. Rosenthal, his representatives,
successors and assigns, release and forever discharge SpectraLink
from any and all claims, demands, damages, losses, obligations,
rights and causes of action, whether known or unknown, including
but not limited to, all claims, liabilities, obligations, causes of
action or administra
