Exhibit 10.107
SEVERANCE AGREEMENT AND GENERAL
RELEASE
THIS SEVERANCE AGREEMENT AND GENERAL
RELEASE (hereinafter “RELEASE”) is made and given by
and between Dan McCrary (“MCCRARY”) and Path 1 Network
Technologies Inc. (hereinafter “EMPLOYER”), and inures
to the benefit of each of EMPLOYER’s current, former and
future parents, subsidiaries, related entities and employee benefit
plans and its and their fiduciaries, predecessors, successors,
officers, directors, shareholders, agents, employees and assigns,
and to each of MCCRARY’s current, former and future heirs,
executors, administrators, legatees, personal representatives,
relatives, spouse and assigns.
RECITALS
A. MCCRARY was for a period of time
an employee of EMPLOYER;
B. MCCRARY’s employment with
EMPLOYER ceased effective January 25, 2006;
C. Pursuant to the express terms of
an employment letter agreement dated January 12, 2005, MCCRARY
is entitled to receive certain severance benefits from EMPLOYER
(the “Severance Benefits”); and
D. In order to obtain the additional
benefits provided for in this RELEASE (above and beyond the
Severance Benefits), which he agrees he would not be entitled to
receive but for this RELEASE, MCCRARY is willing to make the
agreements set forth herein, including to release EMPLOYER from any
and all claims which MCCRARY has, or might have, against EMPLOYER
as of the date of execution of this RELEASE.
NOW, THEREFORE:
1. Additional Benefits .
Instead of paying the Severance Benefits over time, EMPLOYER shall
pay MCCRARY three (3) months of severance pay in two payments,
one payment of $32,250.00 (but net of required tax withholding)
when the signed release is returned to EMPLOYER and one payment of
$9,000 (but net of required tax withholding) after MCCRARY remits
taxes owed on the 10,000 vested restricted shares. EMPLOYER shall
pay the COBRA premiums for MCCRARY and his eligible dependents for
COBRA coverage through April 30, 2006 (subject to MCCRARY
properly requesting COBRA coverage). MCCRARY will have until
July 25 th , 2006 to exercise his currently
vested stock options, and confirms the forfeiture of all his stock
options that have not in accordance with their express terms vested
by January 25 th , 2006.
2. Additional Agreements .
MCCRARY agrees to be available to EMPLOYER on an as needed basis
for advice on marketing projects that are in progress and have been
initiated by MCCRARY in his capacity as the former Vice President,
Marketing for EMPLOYER for a period of three months with no
compensation to be paid. EMPLOYER agrees to represent, externally,
that MCCRARY is acting in an advisory capacity to EMPLOYER until
April 25 th , 2006. Additionally, the vesting
date of
the restricted stock grant will be
the second business day after Path 1’s fourth-quarter 2005
earnings announcement, at which time, EMPLOYER surrenders 10,000
vested restricted shares and MCCRARY remits taxes owed on the
10,000 vested restricted shares. MCCRARY confirms the forfeiture of
all of his Restricted Stock that have not in accordance with their
express terms vested by the second business day after Path
1’s fourth quarter 2005 earnings announcement.
3. General Release . MCCRARY
for himself, his heirs, executors, administrators, relatives,
spouse, assigns and successors, fully and forever releases and
discharges EMPLOYER and each of its current, former and future
parents, subsidiaries, related entities, employee benefit plans and
their fiduciaries, predecessors, successors, officers, directors,
shareholders, agents, employees and assigns (collectively,
“Employer Releasees”),
