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Separation Agreement & Release Of Claims

This is an actual contract by AOL Latin America.

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Sectors: Media, Telecommunications
Governing Law: Florida, View Florida State Laws
Effective Date: September 25, 2001
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September 25, 2001

John D. Gardiner 2100 N. Ocean Boulevard, #2004 Ft. Lauderdale, FL 33305


Dear John:

This letter will serve as confirmation that your employment with America Online Latin America, Inc. (the "Company") will end on the earlier of (i) June 25, 2002 and (ii) the date on which you accept employment with AOL Time Warner Inc., the Cisneros Group of Companies, or any of their respective subsidiaries or other affiliates (the "Separation Date"); provided, that if you accept employment as described in clause (ii) prior to March 25, 2002, then the Separation Date shall be March 25, 2002; provided further, that if you provide the Company with at least 30 days' written notice (the "Separation Notice"), to be effective at any time after January 15, 2002, to the effect that you elect to terminate your rights and obligations under Sections 1 and 2 of this Agreement, then such rights and obligations will terminate on the date you so specify, and such date shall be the "Separation Date" for purposes of this Agreement. This Separation Agreement and Release of Claims ("Agreement"), upon your signature, will constitute the complete agreement between you and the Company regarding the terms of your separation of employment.

1. Subject to the other terms and conditions of this Agreement, your
employment with the Company will cease at the close of business on the
Separation Date. Effective September 25, 2001, you will cease to
perform your regular duties for the Company; provided, that you shall
perform duties for the Company hereafter from time to time if and as
reasonably requested by the Company until the close of business on the
Separation Date, subject to your availability.. The parties acknowledge
and agree that you will render your services non-exclusively through
your Separation Date. You shall be free to dispose of such portion of
your entire time, energy and skill as you are not obliged to devote to
the services to be provided hereunder, in such manner and as you see
fit, and, subject to the terms of that certain Confidentiality,
Non-competition and Proprietary Rights Agreement entered into by and
between the parties, dated the date hereof (the "NDA"), to such
persons, firms or other entities as you deem advisable. You shall be
under no obligation to seek other employment (including
self-employment) and, except as otherwise provided in clause (ii) of
the first paragraph of this Agreement, there shall be no offset against
any amounts due to you under this Agreement on account of any
remuneration attributable to any subsequent employment (including
self-employment) that you may obtain. The Company will reimburse you
for the reasonable out-of-pocket costs incurred by you in performing
duties pursuant to this Section 1, in accordance with the Company's
then-standard policy on reimbursement of costs. Effective September 25,
2001, you shall no longer have the authority to bind the Company, and
you shall not hold yourself out to any third party as having that


2. You will continue to be paid your salary and be provided with the
Company's standard employee benefit package (including health benefits
(including, but not limited to, dental and vision coverage)) and plans,
subject to the terms of such packages and plans, life insurance,
participation in the Company's 401(k) plan, payment of reasonable
cellular phone charges and payment of your Company calling card bill
(which you agree will be used exclusively for Company business
purposes)) through the Separation Date. The last salary payment,
together with payment for accrued and unused vacation through December
31, 2001, will be made on or before the next regularly scheduled pay
date following the Separation Date; provided, that if the Separation
Date is triggered by the provision of the Separation Notice, then the
last salary payment shall include the aggregate amount of salary, if
any, that would otherwise be payable from the Separation Date through
June 25, 2002 or March 25, 2002, as applicable; provided further, that
if you accept Qualifying Employment with AOL Time Warner Inc., the
Cisneros Group of Companies, or any of their respective subsidiaries or
other affiliates after the provision of the Separation Notice but prior
to June 25, 2002, you shall refund to the Company the amount you
received with respect to the period from the (a) later of March 25,
2002 and the date on which you begin such Qualifying Employment through
(b) June 25, 2002, if any. For purposes of this paragraph 2,
"Qualifying Employment" shall mean engagement as an employee or an
independent contractor, the compensation for which includes stock
options or a package of benefits that contains substantially all of the
elements generally made available to employees of the applicable
entity. In addition, you will be paid, on or prior to the next
regularly scheduled pay date following January 2, 2002, a lump-sum
amount of $58,672, in full satisfaction of the bonus for which you are
eligible for calendar year 2001 (note that this amount is 92% of the
maximum bonus amount for which you are eligible for calendar year
2001). You will not be eligible for any bonus or accrued vacation pay
for any period following December 31, 2001. Applicable payroll
deductions and appropriate tax withholdings will be made from all
salary and other payments made pursuant to this paragraph.

3. As provided above, your health benefits will continue through the
Separation Date. With respect to the Consolidated Omnibus Budget
Reconciliation Act ("COBRA"), your COBRA period will begin on the day
following the Separation Date, and you will receive separate
information regarding your option to continue, at your expense under
COBRA, health benefits after that date. All other benefits will
terminate on the Separation Date.

4. Prior to your departure from work on September 25, 2001, you must
return to the Company all the Company property in your possession,
including, but not limited to, keys, pagers, telephones and the
original and all copies of any written, recorded, or computer-readable
information about Company practices, procedures, trade secrets,
customer lists, or product marketing associated with the Company's
online services bus
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