Exhibit 10.3.15
SYNIVERSE TECHNOLOGIES,
INC.
EXECUTIVE SEPARATION
AGREEMENT
THIS EXECUTIVE SEPARATION AGREEMENT
(the “ Agreement ”) is entered into as of
November 24, 2008, by and among Wayne Nelson (“
Nelson ”), Syniverse Technologies, Inc., a Delaware
corporation (“ Employer ”) and Syniverse
Holdings, Inc., a Delaware corporation (the “ Company
”). Nelson, Employer, and the Company are sometimes
collectively referred to herein as the “ Parties
” and individually as a “ Party
.”
Nelson, Employer and the Company are
parties to that certain Amended and Restated Senior Management
Agreement, dated as of February 9, 2005 (the “ Senior
Management Agreement ”). As requested by Employer,
effective as of 12/31/2008 (the “ Separation Date
”), Nelson will resign from his position as Vice President
Controller 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 Nelson’s separation from Employer and its subsidiaries.
The parties have agreed that Nelson’s resignation shall
entitle him to the same severance benefits as if Employer had
terminated his employment without “Cause” for purposes
of the Senior Management Agreement and that the Senior Management
Agreement shall govern the parties’ rights and obligations
with respect to Nelson’s resignation in the same manner,
except as otherwise specifically provided herein. 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, Nelson will
cease to be employed by Employer and its subsidiaries as a result
of his resignation from his position as Employer’s Vice
President Controller, as well as from all other offices and
positions of the Company, Employer, and their subsidiaries. At such
time, Nelson 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 Nelson related to such positions
and offices is hereby expressly revoked, effective as of the
Separation Date. Nelson acknowledges and agrees that, through the
date of the execution of this Agreement, the Company and Employer
have met all of their obligations under the Senior Management
Agreement and all other agreements, plans, and arrangements with
Nelson governing his employment and/or compensation or
benefits.
2. Consulting Period
.
(a) Employer hereby engages Nelson
as an independent contractor, and not as an employee, to render
consulting services to Employer and its subsidiaries as
hereinafter
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provided, and Nelson hereby accepts such
engagement, for a period of twelve months following the Separation
Date (the “ Consulting Period ”). Nelson 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,
Nelson 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, Nelson shall render such
consulting services to Employer and its subsidiaries as may be
mutually agreed to by the parties. Nelson agrees to provide such
consulting services in good faith and to the best of his
ability.
(b) Employer shall pay to Nelson 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 shall be payable in accordance with Employer’s
normal payroll practices beginning in 2009. This is the cash
severance benefit Nelson would have been entitled to receive
pursuant to Section 6(c) of the Senior Management Agreement if
Employer had terminated his employment without Cause and Employer
had elected to extend the Initial Severance Period for one
Additional Severance Period.
(c) During the Consulting Period,
Nelson 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) During the Consulting Period,
Employer shall provide Nelson 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) Nelson 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 Nelson. If Nelson learns that such
blackberry and/or computer contains any proprietary or confidential
information of Employer or any software licensed to Employer and
not to Nelson, Nelson 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 Nelson (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.
(g) COBRA . On or after the
Separation Date, Nelson 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 of
1986, as amended (the “Code”).
Nelson’s
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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 to such reimbursement. Nelson
shall be responsible for the costs incurred after the Consulting
Period for such programs. Except as otherwise provided herein or
required by applicable law, Nelson is not entitled to any other
compensation or benefits from the Company, Employer, or any of
their subsidiaries.
(h) The benefits described in
paragraphs Section 2(c) and (d) that are taxable benefits
are intended to comply, to the maximum extent possible, with one or
more of the exceptions to Section 409A of the Code set forth
in Treas. Reg. 1.409A-1(b)(9)(v). To the extent that any of those
benefits either do not qualify for that exception, or are provided
beyond the applicable time periods set forth in Treas. Reg.
1.409A-1(b)(9)(v), then they shall be subject to the following
additional rules: (1) any reimbursement of eligible expenses
shall be paid within sixty calendar days following Nelson’s
written request for reimbursement, but no later than
December 31 of the year following the year in which the
expense was incurred; (2) the amount of expenses eligible for
reimbursement, or in-kind benefits provided, during any calendar
year shall not affect the amount of expenses eligible for
reimbursement, or in-kind benefits to be provided, during any other
calendar year; and (3) the right to reimbursement or in-kind
benefits shall not be subject to liquidation or exchange for
another benefit.
3. Unused Vacation Days and
Annual Incentive Payment .
(a) Employer shall pay to Nelson the
cash value of any vacation days and paid time-off accrued but
unused by Nelson as of the Separation Date, according to
Employer’s vacation pay policy and paid time-off policy,
respectively. Such amount shall be payable within thirty days
following the Separation Date.
(b) Nelson shall be eligible to
receive a bonus payment for the complete current 2008 fiscal year
only if Employer in its discretion pays bonuses for the current
2008 fiscal year. The bonus payment will be based on a minimum
individual performance rating of “meets expectations”
and the overall Company performance results. This bonus payment
will be paid in calendar year 2009 at the same time others in the
Company receive any bonus payment, which will be approximately the
end of March, 2009.
(c) In addition, a transition bonus
in the amount of $25,000 shall be paid as remuneration for
successful completion of transition activities during the 4Qtr 2008
as outlined below. This bonus is payable within thirty days
following the Separation Date.
(i) Onboard and train Andrew
Mercieca (EMEA Controller).
(ii) Develop framework and complete
2009 Syniverse budget.
(iii) Complete integration of BSG
and ITHL onto SAP BW for planning purposes.
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4. Stock Option Award
.
(a) Nelson and the Company are
parties to that certain Non-Qualified Stock Option Award Agreement,
dated as of April 25, 2007 and April 25, 2008 (the
“ Stock Option Awards ”). Any capitalized term
in this Section 4 not otherwise defined herein has the
meaning set forth in the Stock Option Awards or the Syniverse
Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “
Plan ”).
(b) Pursuant to the Stock Option
Awards, the Company granted Nelson an
