Exhibit 10.1
Separation Agreement and General
Release
Separation Agreement and General Release, dated as of
December 31, 2006 (this “Agreement“), by and between
Peter K. Stevenson (“Employee“), an individual residing
at 4510 Arniel Place, Fairfax, Virginia 22030 and Globix
Corporation (“Employer“), a Delaware corporation with
its principal place of business at 139 Centre Street, New York, New
York 10013.
WHEREAS, Employer and Employee are parties to an
Employment Agreement, dated September 15, 2005, as amended by a
letter agreement dated January 6, 2006 (as so amended, the
“Employment Agreement“); and
WHEREAS, the term of employment under the Employment
Agreement shall expire as of the date hereof;
NOW, THEREFORE, the parties, for good and valuable
consideration, agree as follows:
1.
Post-Employment
Compensation and Similar Matters .
(a) In consideration of Employee‘s
signing this Agreement and compliance with the promises made
herein, Employer agrees that: (i) the options scheduled on Exhibit
“A,“ which are fully vested and exercisable, will
remain fully vested and exercisable at Employee‘s sole
discretion through December 31, 2007 and will thereafter terminate;
(ii) Employee will be given the right to effect a “net
exercise“ of such options on or before December 31, 2007 if
employees of Employer are extended such rights, which “net
exercise“ program has been approved by the Compensation
Committee of Employer; (iii) Employee will receive $175,000, the
full amount of his allocated bonus for 2006, on the earlier of
January 31, 2007 or the date employees participating in
Employer’s 2006 incentive plan receive their bonus; (iv)
Employee will receive two weeks of vacation pay on January 12,
2007; and (v) Employer will pay to Employee on January 12, 2007 an
amount in cash equal to $650, representing the premium for 2006 on
one year of term life insurance for Employee. Although the net
exercise provisions will be subject to the final provisions of the
amendment to the 2003 Stock Option Plan of Employer (the
“Plan“) effecting the net exercise program, the program
contemplates that, upon exercise of an option, if Employee in his
sole discretion elects to effect a net exercise for all or part of
the option, Employee will be entitled to receive shares of common
stock having a fair market value, as determined under the Plan as
of the date of exercise (the “fair market value“),
equal to the difference between the aggregate exercise price of the
number of shares for which the option is being exercised pursuant
to the net exercise provisions and the fair market value of such
shares..
(b) Employee‘s business expenses incurred
in connection with Employer‘s business during the period he
was employed by Employer will be reimbursed by Employer in
accordance with Employer‘s reimbursement policies if Employee
has submitted adequate documentation prior to December 29, 2006, or
within no more than two weeks following such later date as Employee
first receives documentation of such expenses in the case expenses
charged to a credit card charge account that is billed on a monthly
basis.
(c) Employee will be entitled to coverage under
Employer‘s health insurance plans to the extent provided
under COBRA, upon payment by Employee of the amounts provided under
COBRA. Employee will have such post-employment rights under
Employer‘s other employee benefit plans as may be provided
under the terms of such plans.
(d) Employer agrees that for purposes of
Section 8.3 of the Employment Agreement, there has been no
“voluntary resignation“ or “termination for
cause“. Employer and Employee agree that the terms of the
Employment Agreement that apply to the post-employment period shall
continue in effect, except as specifically modified by this
Agreement.
2. Release of Claims by Employee. For
good and valuable consideration, including the promises in this
Agreement, Employee knowingly and voluntarily releases and forever
discharges, to the full extent permitted by law, Employer,
affiliates, subsidiaries, divisions, predecessors, successors and
assigns and the current and former employees, officers, directors
and agents thereof (such persons other than Employer being
hereinafter collectively referred to as the “Other
Releasees“), of and from any and all claims, known and
unknown, asserted and unasserted, of any nature Employee has or may
have against Employer and the Other Releasees as of December 31,
2006, including, but not limited to, any alleged violation of the
Age Discrimination in Employment Act of 1967, as amended, or The
Workers Adjustment and Retraining Notification
