Exhibit
10.32
[GLOWPOINT
LETTERHEAD]
April
5, 2006
Stuart
Gold
[ADDRESS
REDACTED]
Re:
Separation Agreement Including A General Release
Dear
Stuart:
This
letter sets forth the terms of our agreement (the "Agreement")
with respect to your separation from employment with Glowpoint
(“Glowpoint”).
Your
final date of active employment with Glowpoint will be April
7, 2006 (the "Separation Date"). As of the Separation Date,
except as specifically provided in this Agreement, all
compensation, including bonuses, and all other benefits and
perquisites of employment will cease.
You
will receive your regular pay through the Separation
Date.
Following
the Separation Date, you will be entitled to receive payment
for the vacation time that you have accrued during 2006 in the
gross amount of $3,426.06, less authorized and required
deductions.
If
the terms of this Agreement are accepted by you and if you
return a fully executed original of this Agreement as
described below, and on or prior to the Separation Date you
return to Glowpoint all of Glowpoint's property in your
possession, and do not revoke your acceptance, you will
receive:
(i)
salary continuation benefits equal to $7,813.46 every two
weeks, in accordance with Glowpoint's regular payroll
practice, less authorized and required deductions, for a
period of 12 months (the "Salary Continuation Period"), to
commence on the day after the Separation Date;
(ii)
a bonus of $23,754.00, less authorized and required
deductions, which represents 30% of the 2005 target bonus set
forth in the Employment Agreement between you and Glowpoint
dated March 29, 2004 (the "Employment Agreement"), to be paid
to you ten days after the Separation Date; and
(iii)
accelerated vesting of 18,334 restricted shares of Glowpoint
common stock
granted
to you pursuant to the Employment Agreement.
In
addition, following the Separation Date, Glowpoint will pay
the COBRA group medical insurance for continued coverage of
your medical plan in effect as of the Separation Date, until
the earlier of: (a) the date you commence full-time employment
with another employer that offers comparable medical
insurance, or (b) April 6, 2007 (the "COBRA Period"). You
agree to notify Glowpoint within five business days following
the commencement of any full-time employment by an employer
that offers comparable medical and dental insurance prior to
April 6, 2007. Upon the expiration of the COBRA Period, in the
event that your COBRA continuation coverage is continued, you
shall be solely responsible for the full payment of any group
medical insurance premiums, including all administrative
charges, pursuant to COBRA. Additional information concerning
your COBRA rights will be provided separately.
You
acknowledge and agree that your termination date has been
extended from March 3, 2006 to April 7, 2006 solely to permit
the vesting of 18,333 shares of restricted stock granted to
you in accordance with the Employment Agreement, which shares
would not have vested had your termination date been March 3,
2006.
The
benefits described in the three preceding paragraphs shall be
referenced in this Agreement collectively as the "Separation
Benefits."
In
exchange for Glowpoint providing you with the Separation
Benefits, and for other good and valuable consideration, you
hereby waive all claims against Glowpoint, and release and
discharge Glowpoint, its affiliated, related, parent or
subsidiary corporations, and their present and former
directors, officers, and employees from liability for any
claims or damages you may now have or ever have had against
Glowpoint or any of them, whether known or unknown, including,
but not limited to, any alleged violation of the Age
Discrimination in Employment Act, as amended, the Older Worker
Benefits Protection Act; Title VII of the Civil Rights of
1964, as amended; Sections 1981 through 1988 of Title 42 of
the United States Code; the Civil Rights Act of 1991; the
Equal Pay Act; the Americans with Disabilities Act; the
Rehabilitation Act; the Family and Medical Leave Act; the Fair
Labor Standards Act; the Employee Retirement Income Security
Act of 1974, as amended; the Worker Adjustment and Retraining
Notification Act; the National Labor Relations Act; the Fair
Credit Reporting Act; the Occupational Safety and Health Act;
the Uniformed Services Employment and Reemployment Act; the
Employee Polygraph Protection Act; the Immigration Reform
Control Act; the retaliation provisions of the Sarbanes-Oxley
Act of 2002; the New Jersey Law Against Discrimination; the
New Jersey Conscientious Employee Protection Act; the New
Jersey Family Leave Act; the New Jersey Wage and Hour Law; the
New Jersey Equal P
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