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Separation Agreement And Release

This is an actual contract by Triton Pcs Equipment Co.

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Exhibit 10.38


This Separation Agreement and Release (this "Separation Agreement") is entered into by Stephen McNulty ("Associate") and Triton Management Company, Inc. ("Employer") on behalf of itself and each of its respective affiliates as set forth in Exhibit "A" (collectively, the "Triton Affiliates"). As used herein, "Triton Companies" shall mean Employer and the Triton Affiliates collectively.


WHEREAS, Associate's employment with Employer is being terminated; and

WHEREAS, the parties hereto have agreed to the terms of such separation from employment in accordance with the provisions of this Separation Agreement;

NOW THEREFORE, in exchange for mutual consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1. Separation Date. Associate's employment with Employer terminates effective June 20, 2003 ("Separation Date"). As of the Separation Date, Associate relinquishes all duties, responsibilities and authority associated with his status as an employee of any Triton Company. Announcement of Associate's separation from employment will be made by the Employer on or about June 20, 2003.

2. Separation Benefits. If Associate remains employed by Employer through the Separation Date and signs and returns this Separation Agreement no earlier than the Separation Date and no later than twenty-one (21) days after the Associate receives a copy of this Agreement, any Triton Company shall provide or make available

to Associate the payments, benefits and rights, less applicable tax withholding and less deductions required or authorized by law or authorized by Associate, as described in the following subparagraphs of this Paragraph 2 (the "Separation Benefits").

(a) Associate shall receive all wages, salary and/or commissions earned by Associate but unpaid through June 30, 2003 at Associate's existing rates on the next regularly scheduled payroll date following this date.

(b) Associate shall receive his balance of outstanding Paid Time Off at Associate's current rate of base pay less applicable payroll taxes, on the next regularly scheduled payroll date following the Separation Date.

(c) Following June 30, 2003, Employer shall pay Associate severance pay at Associate's rate of base pay paid immediately prior to the Separation Date, less applicable payroll taxes, paid on Employer's regular payroll schedule for each payroll period or portion thereof from June 30, 2003 through and including March 31, 2004 (the "Severance Period"). Such payments shall commence as of the first regularly scheduled payroll date after the Effective Date (defined in Paragraph 14, below).

(d) In addition to the foregoing, Associate will be entitled to a payment of Fifty-Three Thousand Five Hundred Sixty Dollars ($53,560) representing a pro rata portion of bonus payments for calendar year 2003. This payment will be made in a single lump-sum, less applicable tax withholding and less deductions required or authorized by law or authorized by Associate, on or before March 15, 2004 when all other management bonus payments are made.

(e) Associate shall remain eligible to participate through the Separation Date in Employer's 401(k) plan (including with respect to Employer

contributions on Associate's behalf) to the extent permitted under Employer's plan and under applicable law. Associate will remain eligible to use Employer's Employee Assistance Plan through the Severance Period. Associate's eligibility for other employer provided employee benefits following the Separation Date will be governed by the terms of such benefit plans and applicable law.

(f) Coverage under Employer's medical, prescription drug, dental and vision plans shall continue through the last day of the last month of the Severance Period at the level of coverage (family, Associate plus spouse, Associate plus children, Associate and child or single coverage) provided to Associate immediately prior to the Separation Date. Employer shall continue to pay the same portion of the premiums for such continuation coverage shall be deducted from Associate's severance payments, during the Severance Period. After the Severance Period, Associate will be eligible to continue benefits through COBRA, but will be responsible for payment of the full COBRA premiums for such coverage. Information regarding continuation of benefits under COBRA will be forwarded to Associate under separate cover before the end of the Severance Period.

(g) Employer will make available to Associate, at Employer expense, an outplacement program of Employer's choosing, to assist Associate with Associate's job search. Employer shall pay up to a maximum of ten thousand dollars ($10,000) for outplacement benefits provided under this Paragraph 2(g).

(h) Associate is the owner of restricted shares of Class A common stock, par value $.01 per share of Triton PCS Holdings, Inc., a Delaware corporation ("Triton Holdings"), that were awarded to Associate from time to time (the "Restricted

Stock") on the terms and subject to the conditions set forth in certain executed letter agreements with Triton Holdings (the "Awards"). Pursuant to the terms of the Awards, as of the vesting dates, Associate will be vested in a portion of the Restricted Stock identified on Exhibit B. Following the Separation Date, Associate will continue to become vested in the Restricted Stock as of each vesting date under Associate's Awards, occurring on or before September 1, 2003, as identified on Exhibit B, provided that Associate remains in compliance with all of the terms and conditions of this Separation Agreement as of each such date. Associate acknowledges and agrees that in accordance with Triton Company policies, Associate shall continue to be subject to applicable "blackout" periods for ninety (90) days following his Separation Date.

(i) Associate shall be entitled to retain his current phone service through the Triton Companies during the Severance Period and during such period, the Triton Companies shall pay for such service in a manner consistent with the provision of phone services to similarly situated active associates.

3. Consideration. Associate hereby executes this Separation Agreement in exchange for the Separation Benefits. Associate acknowledges that the Separation Benefits exceed any compensation and benefits which would otherwise be paid to him on termination of employment and that the Separation Benefits constitute complete and adequate consideration for Associate's agreement to enter into this Separation Agreement. Associate further acknowledges and agrees that the Separation Benefits constitute the total amount that will be paid to Associate and that Associate shall receive no further compensation or benefits from any of the Triton Companies (including without limitation any further salary, bonuses, severance, or restricted stock awards), except for

the reimbursement of any business expenses incurred by Associate prior to the Separation Date in accordance with Employer's policies for the reimbursement of business expenses.

4. Further Services.

(a) Cooperation. Associate agrees that, during the Severance Period, Associate shall make himself reasonably available either in person or by telephone to answer questions, provide information and to otherwise provide services and assistance to the Triton Companies as may be requested from time to time.

(b) Litigation Cooperation. Associate agrees to provide any of the Triton Companies with truthful and complete cooperation in litigation matters arising out of or related to Associate's activities or duties while employed by any of the Triton Companies, whether or not such matters have commenced as of the termination of Associate's employment.

(c) Performance and Payment. The Company shall use commercially reasonable efforts to schedule any services requested under this Paragraph at such times and locations as shall not unreasonably interfere with Associate's business or personal affairs. Associate agrees that he will provide up to a maximum of eighty (80) hours of additional services following his Separation Date under this Section without any additional payment or remuneration for such services (other than reimbursement for expenses as provided herein). In the event that Associate provides additional services in excess of the foregoing limitation, he shall be entitled to payment for such additional services at the rate of Eight Hundred Dollars ($800) for each full day (7 hours or more) of service and Four Hundred Dollars ($400) for each half day (less than seven hours) of service. Associate will be entitled to reimbursement for the out-of-pocket expenses

Associate reasonably incurs in connection with providing services as provided in this Section.

5. Non-Competition For a period of twelve (12) months following the Separation Date, the Associate shall not, on the Associate's own behalf or on behalf of others, directly or indirectly, (whether as an associate, consultant, investor, partner, sole proprietor or otherwise) be employed by, perform any services for, or hold any ownership interest in any business engaged in the business of selling personal communications services or personal communications handsets and accessories in any geographic market in which the Company is doing business, or in which the Company has established plans to do business as of the date of the termination of the Associate's employment with the Company. The above notwithstanding, the ownership, for investment purposes, of up to one percent (1%) of the total outstanding equity securities of a publicly traded company, shall not be considered a violation of this Paragraph 5.

6. Non-Solicitation of Triton Company Employees or Customers. Associate agrees that for a period of twenty four (24) months from the Separation Date, Associate will not directly or indirectly, alone or as a partner, officer, director,
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