Exhibit
10.77
SEPARATION
AGREEMENT
This Separation Agreement (“
Agreement ”) is made and entered into on
March 31, 2009 effective as of February 28, 2009 (the
“ Effective Date ”), by and between OSCAR
COEN (the “ Executive ”), on the one hand,
and ELANDIA INTERNATIONAL INC. (“ eLandia
,” or, collectively, with its Affiliates, “the
Company ”), on the other hand. The term “
Affiliate ,” in this Agreement, means any corporation
or other entity that, directly or indirectly, controls, is
controlled by, or is under common control with, eLandia.
Recitals
A. The Company engages in the
business of providing telecommunications services, education
services, and information technology integration solutions and
services (collectively, including all of the foregoing, the “
Business ”).
B. The Executive was previously
employed by eLandia as its Vice President of Business Development,
pursuant to an employment agreement effective as of March 10,
2008 (“ Employment Agreement ”).
C. The parties have agreed that the
terms and conditions of the Executive’s separation from the
Company should be set forth in writing, and this Agreement has been
prepared for that purpose.
D. Any undefined capitalized terms
in this Agreement shall be given the meaning attributed to them in
the Employment Agreement.
Accordingly, in consideration of the
parties’ mutual promises to each other, which both parties
agree is full and sufficient consideration for this Agreement, they
agree as follows:
Terms and
Conditions
1. Recitals .
The preceding Recitals are all true
and correct and are incorporated by reference into this
Agreement.
2. Resignation
. The Executive hereby
resigns from eLandia, effective as of the Effective Date (“
Separation Date ”). The parties agree to treat this
resignation as equivalent to a termination other than for Cause, as
provided by Section 6(d) of the Employment
Agreement.
3. Severance Pay and
Benefits .
a. Severance Pay . eLandia
agrees to continue paying the Executive his Base Salary, at his
current salary rate, for a period of twelve (12) months
following his Separation Date (the “ Severance Period
”), on an installment basis as if it were regular salary
compensation, in accordance with eLandia’s normal payroll
schedule, less all payroll taxes which are required by law and any
other deductions authorized by the Executive (“ Severance
Pay ”).
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b. Employment Benefits . The
Executive shall not receive any employment benefits following the
Separation Date, except that Executive shall receive and Company
shall pay for group health insurance benefits (for him and his
covered dependents immediately prior to the Separation Date) for a
period of time ending twelve months after the Separation
Date.
c. Laptop Computer . The
Executive agrees to take his personal laptop computer to a business
selected by the Company to have all corporate proprietary
information on the hard drive of the computer wiped clean, after
which the computer will be returned to him.
d. Termination of Severance Pay
and Benefits . In the event that the Executive materially
breaches any provision in Sections 7 or 8 of his Employment
Agreement, without limitation of any of its other remedies for
breach, the Company shall be entitled to stop paying Severance Pay
and the benefits under Section 4(b) to the Executive provided
pursuant to this Agreement.
4. Return of Company Documents
and Materials; Execution of Company Documents provided to Executive
for Signature . The
Executive agrees to return to the Company all Company documents and
materials in his possession, specifically including all
confidential documents and materials.
5. Releases
.
a. Release of Claims by the
Executive . In consideration of the promises made by the
Company in this Agreement, the Executive, on the Executive’s
own behalf, and on behalf of the Executive’s relatives and
heirs, executors, administrators and assigns, irrevocably and
unconditionally releases, waives, acquits, and forever discharges
the Company, and its current and former officers, directors, and
employees, and their agents, officials, representatives, attorneys,
insurance carriers, all corporate investors in the Company, and any
other entity related to or affiliated with them (collectively,
“ Releasees ”), of and from any and all manner
of actions, suits, claims of any kind or nature whatsoever, known
or unknown, in law or equity, which now exist or which have existed
at any time in the past, including, without limitation of the
foregoing general terms, any claims for wrongful discharge, any
claims for any past or present breach of the Employment Agreement,
any claims for compensation other than provided by this Agreement
(other than Base Salary due through the Separation Date), any
claims for employee benefits, any claims for Company stock or stock
options, and any claims arising from any alleged violation by the
Releasees of any federal, state or local statutes or ordinances,
including, but not limited to, Title VII of the Civil Rights Act of
1964, the Age Discrimination in Employment Act, ERISA, the
Americans with Disabilities Act, the Florida Civil Rights Act, and
any other Florida statute or applicable County or municipal
ordinance prohibiting employment discrimination, and any other
employment discrimination laws, as well as any other past or
present claims based on constitutional, statutory, common law or
regulatory grounds.
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b. Release of Claims by the
Company . In exchange for the promises contained in this
Agreement, eLandia, on its own behalf and on behalf of its
Affiliates, and any other entity related to or affiliated with
them, their successors and assigns, and their officers, directors
and employees, together with their agents, officials,
representatives, attorneys and insurance carriers, hereby waive,
release and forever discharge, any and all complaints, claims,
charges, demands, suits, actions or causes of action, whether in
law or in equity, that it ever had, may have had, or has, at common
law or under any statute, rule, regulation, order or law, whether
federal, state or local, or on any grounds whatsoever, against the
Executive with respect to any incident or occurrence which took
place prior to the execution of this Agreement, whether the result
of negligence or not which were withi
