Exhibit
10.31
[GLOWPOINT
LETTERHEAD]
March
28, 2006
Gerard
E. Dorsey
[ADDRESS
REDACTED]
Re:
Separation Agreement Including A General Release
Dear
Rod:
This
letter sets forth the terms of our 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 $5,653.85, less authorized and required
deductions.
You
may elect to continue your medical coverage at the prevailing
active employee rate(s) as provided by the Consolidated
Omnibus Budget Reconciliation Act of 1986
(“COBRA”). Additional information concerning your
COBRA rights will be provided separately.
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 $9,623.08 every two
weeks, in accordance with Glowpoint's regular payroll
practice, less authorized and required deductions, for a
period of 6 months (the "Salary Continuation Period"), to
commence on the day after the Separation Date;
(ii)
a bonus of $29,401.01, less authorized and required
deductions, which represents 30% of the 2005 target bonus set
forth in the Employment Agreement between you and Glowpoint
dated December 7, 2004 (the "Employment Agreement"), to be
paid to you ten days after the Separation Date;
(iii)
accelerated vesting of options to purchase 41,667 shares of
Glowpoint common stock granted to you pursuant to the
Employment Agreement; and
(iv)
an extended post-employment exercise period for all vested
options held by you to one hundred eighty (180) days following
the Separation Date.
The
benefits described above 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 Pay Law; the New Jersey Occupational Safety
and Health Law; the New Jersey Smokers’ Rights Law; the
New Jersey Genetic Privacy Act; the New Jersey Fair Credit
Reporting Act; the retaliation provisions of the New Jersey
Workers’ Compensation Law (and including any and all
amendments to the above) and/or any other alleged violation of
any federal, state or local law, regulation or ordinance,
and/or contract or implied contract or tort law or public
policy claim, having any bearing whatsoever on your employment
by and the termination of your employment with Glowpoint,
including, but not limited to, any claims asserting wrongful
termin
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