Form of Separation Agreement

Exhibit 10.24


SEPARATION AGREEMENT, dated as of February 28, 2002 (the "Agreement"), by and among Acterna Corporation, a Delaware corporation (the "Company"), and ____________ ("Executive").


W I T N E S S E T H:


WHEREAS, Executive has previously been granted options (collectively, the "Initial Options") to purchase ______ shares of the Common Stock, par value $.01 per share (the "Common Stock"), pursuant to the Management Equity Agreement, dated as of May 21, 1998, between the Company, Clayton, Dubilier & Rice Fund V Limited Partnership, a Cayman Islands limited partnership (the "Fund"), and Executive (the "Equity Agreement");


WHEREAS, the Executive has also been granted options pursuant to the Dynatech Corporation Amended and Restated 1994 Stock Option and Incentive Plan (the "Stock Option Plan") to purchase ______ shares of the Common Stock (collectively, the "Subsequent Options");


WHEREAS, Executive and the Company have determined that it would be in each of their respective best interests for Executive's employment with the Company to terminate;


WHEREAS, pursuant to a Non-Disclosure, Non-Competition and Non-Solicitation Agreement, dated as of May 21, 1998, between the Company and the Executive (the "Non-Disclosure Agreement"), Executive has agreed to be bound by certain covenants and restrictions concerning non-competition, non-disclosure and non-solicitation following any termination of his employment;


WHEREAS, due to economic circumstances, the Company will be ceasing its operations at the location at which the Executive has been performing his services;


WHEREAS, the Company and Executive wish to agree upon the consequences of the termination of Executive's employment.


NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein and for other good and valuable consideration, the Company and Executive hereby agree as follows:


1. Employment.


At the request of the Company, Executive shall resign, effective as of a date mutually agreed upon by the parties, but in no event later than ________ (the


"Termination Date"), from any and all positions he then holds with the Company or any of its direct or indirect subsidiaries or affiliates. Executive agrees to execute any document the Company shall reasonably request to effect such resignation. Such resignation is hereinafter referred to as "Executive's Resignation".


2. Consequences of Executive's Resignation Under Certain Agreements.


(a) In General. The Company and Executive each hereby acknowledges and agrees that, for purposes of the Equity Agreement, Executive's Resignation is and will be treated solely as a termination by the Company Without Cause.


(b) Payment of Accrued Obligations. Executive shall be entitled to payment of his current base salary ("Base Salary") through the Termination Date. Executive shall not be paid any annual bonus for the period from April 1, 2001 through the Termination Date. Any accrued vacation amount shall also be paid on the Termination Date. Executive agrees to submit to the Company any and all expenses, which are business-related and reimbursable to Executive by the Company, on or before the Termination Date.


(c) Continued Payments of Base Salary. Subject to Section 2(f) of this Agreement, the Company shall continue to make periodic payments to Executive of his Base Salary in accordance with the Company's regular payroll practices beginning on the Termination Date, and continuing for a period of twelve months (the "Salary Continuance Period"). Executive shall not have the right to make contributions to the Company's 401(k) Savings Plan (the "401(k) Plan") and the Company's Supplemental 401(k) Savings Plan (the "Supplemental Savings Plan") from the Base Salary payments made under this Section 2(c).


(d) Continued Payments in Respect of Bonus. Subject to Section 2(f) of this Agreement, the Company shall pay to Executive, in 12 monthly installments, commencing on the first day of the calendar month following the Termination Date, and on the last day of the next 11 succeeding months, an amount equal to one-twelfth of the average annual bonus (the "Bonus Payment"). The average annual bonus is equal to$________, so that, subject to Section 2(f) of this Agreement, each monthly payment will be $_________.


(e) Continued Participation in Benefit Plans.


(i) During the Salary Continuance Period, subject to timely payment by
Executive of all premiums, contributions and other co-payments
required to be paid by senior executives of the Company under the
terms of such plans, the Executive shall be permitted to participate
in the Company's medical


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insurance plans. If such continued participation is either not legally
permissible or otherwise allowed under the terms of the applicable
plan or any insurance policy or other arrangement, the Company will
provide equivalent coverage from its general assets or another
available source.


(ii) During the Salary Continuance Period, the Executive shall be
permitted to participate in the Company's group life insurance plan in
accordance with its terms, on the same basis as similarly situated
employees.


(iii) For purposes of the 401(k) Plan and Supplemental Savings Plan,
the Termination Date will constitute the date of Executive's
"termination." No contributions may be made to such plans after the
Termination Date. Promptly after the Termination Date Executive shall
be paid his balance residing in the Supplemental Savings Plan.


(iv) Executive shall be eligible to receive senior executive
outplacement services from the Company. Executive's participation in
any other employee or executive benefit or perquisite plan or program
not specifically addressed in this Section 2(e), including, but not
limited to any monthly car allowance previously made available, shall
cease as of the Termination Date.


(f) Mitigation. The Executive has a duty to mitigate the costs to the Company of providing the payments and benefits described in Sections 2(a) through (e), by seeking appropriate employment during the Salary Continuance Period. If Executive obtains new employment (including self-employment and services as a consultant) (i) during the Salary Continuance Period, any salary continuation payments or Bonus Payments to which Executive is entitled pursuant to Section 2(c) or 2(d) shall be reduced by the amount of any compensation earned by Executive (whether paid currently or deferred) from any subsequent employer or other person for which Executive performs services, including but not limited to consulting services, and (ii) the continued medical benefits coverage to which Executive is entitled pursuant to Section 2(e) shall cease as of the date Executive is eligible for any other medical benefit coverage from any subsequent employer or other person for which Executive performs services, including, but not limited to, consulting services, at any time after the Termination Date.


3. Options.


(a) Vesting. The Company, the Fund and Executive each hereby acknowledges and agrees that if the Termination Date occurs before ______, _______ shares subject to the Initial Options and the Subsequent Options (collectively, the "Aggregate Options") are or will become vested or exercisable (the "Vested Options") and ______ shares


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subject to the Aggregate Options are not and will not become vested or exercisable (the "Unvested Options). All of the Unvested Options will be canceled and forfeited on and as of the Termination Date without the payment of any consideration or amount in respect thereof.


(b) Termination.


(i) Each of the Vested Options which is an Initial Option shall
terminate, and unless earlier exercised in accordance with its terms,
be canceled on the earlier of: (x) its original termination date and
(y) the later of (A) the six month anniversary of the date of the
expiration of any initial lock-up period imposed on sales of Common
Stock in connection with the first Public Offering and (B) the second
anniversary of the Termination Date. Notwithstanding the foregoing all
Vested Options which are intended to qualify as incentive stock
options under the Internal Revenue Code of 1986, as amended, shall
continue to be governed by the terms of their granting documents.


(ii) Each of the Vested Options which is a Subsequent Option shall
terminate, and unless earlier exercised in accordance with its terms,
be canceled on the second anniversary of the Termination Date.


(c) Repurchase.


(i) The Company and, by signing the acknowledgment of this Agreement
where noted below, the Fund each waives its rights under the Equity
Agreement to purchase any Covered Securities (as defined in the Equity
Agreement).


(ii) The Company and, by signing the acknowledgement of this Agreement
where noted below, the Fund each waives its rights under the Stock
Option Plan to purchase any of the vested Subsequent Options.


4. Transfer Restrictions. All transfer restrictions in Sections 5(a) and 5(b) of the Equity Agreement shall lapse on the Termination Date.


5. Termination of Agreements.


The Non-Disclosure Agreement shall survive Executive's termination and thereafter shall remain in full force and effect as though incorporated herein and made a part hereof, with the restrictive periods commencing on the Termination Date. The Equity Agreement shall survive Executive's termination and thereafter shall remain in


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full force and effect.


6. Executive's Release of Claims.


In consideration of the Company's release of claims against Executive pursuant to Section 7 hereof, Executive hereby agrees to execute and deliver to the Company on the Termination Date the Confidential General Release Agreement attached hereto as Exhibit A.


7. Release of Claims Against Executive.


In consideration of and subject to Executive's execution and delivery of the Confidential General Release Agreement attached hereto as Exhibit A, the Company, on its own behalf an ...