EXHIBIT 10.1
SEPARATION AGREEMENT AND RELEASE
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This Separation Agreement and Release (the "Agreement") is entered
into
this 31st day of December, 2008 between TelVue Corporation (the
"Company") and
Joseph M. Murphy ("you").
WHEREAS, your employment by the Company ended as of December 19,
2008;
WHEREAS, the Company agrees to provide certain payments to you;
WHEREAS, you agree to undertake certain obligations set forth in
the
Agreement; and
NOW, THEREFORE, in consideration of the payments and provisions
set
forth herein, the parties agree as follows:
1. Effective the 19th day of December 2008, your employment with
the
Company ended. Consistent therewith, you agree to resign from all
offices and
positions you have held as officer, member of the Company's Board
of Directors
and/or member of any committee with the Company and any
affiliates.
2. CONSIDERATION. In exchange for your execution of this Agreement
and
the undertaking of the obligations set forth herein, the Company
will provide to
you the following consideration, to which you would not otherwise
be entitled.
(a)
Severance Pay. The Company will pay you fifty-two (52)
weeks of severance (the "Severance Pay Period") totaling
$200,150.00, less
appropriate deductions for federal and state withholding and other
applicable
taxes, as well as any lawfully authorized or required payroll
deductions. The
severance pay shall be payable in bi-weekly installments as salary
continuation
in accordance with the Company's normal payroll practices provided
that no
payment shall be made, or benefits provided, prior to the
"Effective Date" (as
defined in paragraph 4(d)).
(b) Extension of Time to Exercise Vested Stock Options.
Notwithstanding any agreement or plan to the contrary, the Company
shall extend
until December 31, 2011 the time in which you may exercise the
right to purchase
any stock options vested as of December 19, 2008.
(c) Health Insurance. Your health insurance benefits will
terminate effective March 31, 2009. If, after March 31, 2009, you
elect to
continue your health insurance coverage under COBRA, you shall be
solely
responsible for all payments of premiums for health insurance in
that regard.
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3. Except as otherwise provided herein, you voluntarily, knowingly
and
willingly RELEASE, ACQUIT AND FOREVER DISCHARGE AND COVENANT NOT TO
SUE the
Company, its predecessors, successors, parents, subsidiaries and
affiliates,
successors, and assigns and each of their past, present and future
managers,
members, shareholders, directors, officers, partners, agents,
employees,
attorneys, representatives, and fiduciaries and successors and
assigns ("the
Company Released Parties") from any and all claims (including
claims for
attorneys' fees and costs, except as otherwise noted herein),
demands and causes
of action, whether known or unknown, which you may have arising out
of, or in
any way relating to, your employment or termination of your
employment with the
Company. This release includes any and all claims, actions, suits,
and causes of
action, that you, your heirs or assigns, may have against the
Company and/or the
Company Released Parties as of the date of execution of this
Agreement under any
federal, state or local ordinance, regulation, rule, statute,
decision,
constitution, or law, including, but not limited to, claims arising
under
The National Labor Relations Act, as amended;
Title VII of the Civil Rights Act of 1964, as amended;
Sections 1981 through 1988 of Title 42 of the United States Code,
as
amended;
The Employee Retirement Income Security Act of 1974, as
amended;
The Immigration Reform Control Act, as amended;
The Americans with Disabilities Act of 1990, as amended;
The Age Discrimination in Employment Act of 1967, as amended
("ADEA");
The Fair Labor Standards Act, as amended;
The Occupational Safety and Health Act, as amended;
The Family and Medical Leave Act of 1993;
The Equal Pay Act, as amended;
The New
Jersey Law Against Discrimination, as amended;
The New Jersey Minimum Wage Law, as amended;
The New Jersey Wage and Hour Law, as amended;
Equal Pay Law for New Jersey, as amended;
The New Jersey Worker Health and Safety Act, as amended;
The New Jersey Family Leave Act, as amended;
The New Jersey Conscientious Employee Protection Act, as
amended;
The New Jersey Employer-Employee Relations Act, as amended;
Any anti-retaliation provision of any statute or law including
common
law;
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Any other federal, state or local civil or human rights law or
any
other local, state or federal law, regulation or ordinance;
Any provision of any federal or state constitution;
Any public policy, contract, tort, or common law, including, but
not
limited to, a cause of action for defamation;
Any losses, injuries or damages (including back pay, front pay,
liquidated, compensatory or punitive damages); and
Attorneys' fees and any liens of any nature arising out of the
allegations made in connection with your employment with the
Company.
This release does not apply to the requirements and obligations
contained within
the Agreement.
This release does not include any claims, suits and causes of
action that you
may bring against the Company as a stockholder of the Company.
4. You make the following additional representations to the
Company,
each of which is significant and an important consideration for the
Company's
willingness to enter into the Agreement:
a. You expressly acknowledge that if you do not execute the
Agreement, you would not be entitled to receive the consideration
set forth in
paragraph 2.
b. You agree that the Company and the Company Released Parties
specifically disclaim any liability hereunder and that the
agreement is not and
shall not be construed as an admission of any liability or
violation of the
rights of any individual, violation of any law, statute, duty or
contract
whatsoever by the Company or any of the Company Released
Parties.
c. You agree that you will not make any statement(s) that
disparage or may be interpreted to disparage the Company, including
its
successors, assigns, parents, subsidiaries, partners, divisions,
affiliates,
officers, directors, members, employees, agents and
representatives, with
respect to any matter whatsoever.
d.
You understand that you may change your mind and revoke the
Agreement at any time during the seven (7) days immediately
following the date
you sign the Agreement, provided you do so in writing in the manner
provided in
paragraph 11, hereof, in which case none of the provisions of the
Agreement will
have any effect. Ten (10) days after you have executed this
Agreement without
revoking it will be considered the "Effective Date" of this
Agreement.
Acceptance of any payment shall be a further indication that you
have accepted
the terms of the Agreement and have decided not to revoke that
acceptance.
e. You agree that during the Severance Pay Period, you shall
continue to be available for reasonable consultation and cooperate
in a
reasonable manner in providing assistance to the Company with
respect to any
matters which are reasonably related to the duties and
responsibilities which
you had while employed by the Company, including remaining
available to the
President and Chief Executive Officer of the Company upon request
for advice and
counsel.
