Exhibit 10.3.16
SYNIVERSE TECHNOLOGIES,
INC.
EXECUTIVE SEPARATION
AGREEMENT
THIS EXECUTIVE SEPARATION AGREEMENT
(the “ Agreement ”) is entered into as of
5-27-08, by and among Rob Garcia (“ Garcia ”),
Syniverse Technologies, Inc., a Delaware corporation (“
Employer ”) and Syniverse Holdings, Inc., a Delaware
corporation (the “ Company ”). Garcia, Employer,
and the Company are sometimes collectively referred to herein as
the “ Parties ” and individually as a “
Party .”
Garcia, Employer and the Company are
parties to that certain Senior Management Agreement, dated as of
February 14, 2002 (the “ Senior Management
Agreement ”), as amended February 9, 2005. Effective
as of July 31, 2008 (the “ Separation Date
”), Garcia will resign from his position as Secretary and
General Counsel of the Employer, as well as from all other offices
and positions of the Company, Employer, and their subsidiaries. The
Parties now wish to enter into this Agreement regarding the terms
of Garcia’s separation from Employer and its subsidiaries.
Any capitalized term not otherwise defined herein has the meaning
set forth in the Senior Management Agreement, unless otherwise
indicated herein.
In consideration of the foregoing
and the mutual covenants, representations, warranties and
agreements set forth herein, the Parties agree as
follows:
1. Separation from the
Company . Effective as of the Separation Date, Garcia will
cease to be employed by Employer and its subsidiaries as a result
of his resignation, without Good Reason, from his position as
Employer’s Secretary and General Counsel as well as from all
other offices and positions of the Company, Employer, and their
subsidiaries. At such time, Garcia will no longer be required to
fulfill any of the duties or responsibilities associated with any
of these positions or offices and all authority of Garcia related
to such positions and offices is hereby expressly revoked,
effective as of the Separation Date.
2. Consulting Period
.
(a) Employer hereby engages Garcia
as an independent contractor, and not as an employee, to render
consulting services to Employer and its subsidiaries as hereinafter
provided, and Garcia hereby accepts such engagement, for a period
of twelve months following the Separation Date (the “
Consulting Period ”). Garcia shall not have any
authority to bind or act on behalf of Employer or its subsidiaries.
During the first six months of the Consulting Period, Garcia shall
render such consulting services to Employer and its subsidiaries as
Employer from time to time requests, for a period of not more than
ten hours per week. Thereafter, during the remainder of the
Consulting Period, Garcia shall render such consulting services to
Employer and its subsidiaries as may be mutually agreed to by the
parties. Garcia agrees to provide such consulting services in good
faith and to the best of his ability.
(b) Employer shall pay to Garcia for
the services provided during the Consulting Period an amount equal
to his Annual Base Salary in effect as of the end of the Employment
Period, which in accordance with Employer’s normal payroll
practices.
(c) Garcia shall be reimbursed for
reasonable out-of-pocket expenses incurred in connection with any
such consulting services requested by Employer, in accordance with
Employer’s policies relating to reimbursement of expenses and
with reasonable supporting documentation.
(d) Employer shall provide Garcia
with administrative and secretarial support at Employer’s
executive offices in Tampa, Florida for up to five hours per week
during the Consulting Period.
(e) Garcia shall have the right to
retain his blackberry, mobile telephone number and personal
computer after the Separation Date, but Employer may remove, erase,
overwrite or otherwise eliminate any and all data, information, and
software from such blackberry and/or computer before releasing such
blackberry and/or computer to Garcia. If Garcia learns that such
blackberry and/or computer contains any proprietary or confidential
information of Employer or any software licensed to Employer and
not to Garcia, Garcia shall immediately remove such information
and/or software from such blackberry and/or computer.
(f) To the extent not provided for
in the Senior Management Agreement, and without limiting any terms
of the Senior Management Agreement, all inventions, innovations,
improvements, developments, methods, processes, programs, designs,
analyses, drawings, reports, and all similar or related information
(whether or not patentable) that relate to the Company’s,
Employer’s or any of their respective subsidiaries’ or
affiliates’ actual or anticipated business, research and
development, or existing or future products or services and that
are conceived, developed, contributed to, made, or reduced to
practice by Garcia (either solely or jointly with others) as part
of the consulting services referred to in this
Section 2 shall be considered Work Product under the
Senior Management Agreement.
3. COBRA . On or after the
Separation Date, Garcia may choose to participate in medical,
dental and vision benefit coverage (at the executive level) in
accordance with Section 4980B of the Internal Revenue Code.
Garcia’s participation in such benefits will be subject to
the normal eligibility requirements of such benefit programs.
Employer shall reimburse the costs incurred during the Consulting
Period for such benefit programs, in accordance with
Employer’s policies relating such reimbursement. Garcia shall
be responsible for the costs incurred after the Consulting Period
for such programs. Except as otherwise provided herein or required
by applicable law, Garcia is not entitled to any other compensation
or benefits from the Company, Employer, or any of their
subsidiaries.
4. Unused Vacation Days and Bonus
Payment .
(a) Employer shall pay to Garcia the
cash value of any vacation days and paid time-off accrued but
unused by Garcia as of the Separation Date, according to
Employer’s vacation pay policy and paid time-off policy,
respectively.
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(b) Garcia shall be eligible to
receive a bonus payment for the current fiscal year, in accordance
with the terms of the Senior Management Agreement and only if
Employer in its discretion pays bonuses for the current fiscal
year, which bonus payment shall be paid on a pro rata basis based
upon the portion of the year that elapsed from January 1, 2008
up to the Separation Date.
5. Stock Option Award
.
(a) Garcia and the Company are
parties to that certain Non-Qualified Stock Option Award Agreement,
dated as of April 25, 2007 (the “2007 Stock Option
Award ”), and that certain Non-Qualified Stock Option
Award Agreement, dated as of April 25, 2008 (the “2008
Stock Option Award ”) (collectively, the Stock Option
Awards). Any capitalized term in this Section 5 not
otherwise defined herein has the meaning set forth in the Stock
Option Awards.
(b) Pursuant to the Stock Option
Awards, the Company granted Garcia an Option to acquire 10,000
Option Shares pursuant to the Syniverse Holdings, Inc. 2006
Long-Term Equity Incentive Plan (the “ Plan ”).
With respect to these Option Shares:
(i) For the Option Shares that have
vested as of the Separation Date the Option to acquire these shares
shall expire sic (6) months from the Separation Date,
notwithstanding the special expiration rules set forth in the Plan;
and
(ii) All other Option Shares will
expire according to the terms of the Stock Option Awards and the
Plan
(c) All other terms of the Stock
Option Awards shall remain in effect after the Separation
Date.
6. Restricted Stock Grant
.
(a) Garcia and the Company are
parties to that certain Restricted Stock Grant Agreement, dated as
of June 6, 2006 and that First Amendment To Restricted Stock
Grant Agreement, dated as of August 15, 2006 (together, the
“ Restricted Stock Grant ”). Any capitalized
term in this Section 6 not otherwise defined herein has
the meaning set forth in the Restricted Stock Grant.
(b) Pursuant to the Restricted Stock
Grant, the Company granted Garcia 25,000 Restricted Shares pursuant
to the Plan. With respect to these Restricted Shares:
(i) The Restricted Shares that have
vested as of the Separation Date shall continue to be governed in
accordance with the terms of the Restricted Stock Grant;
and
(ii) All other Restricted Shares
(the “Remaining Restricted Shares”) will:
(A) Cease to vest pursuant to the
terms of the Restricted Stock Grant and the Plan; and
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(B) Be forfeited according to the
terms of the Restricted Stock Grant and the Plan on the first
anniversary of the Separation Date, provided that if a Sale of the
Company (as defined in the Senior Manag
