{"id":40508,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/severance-agreement-global-crossing-ltd-and-robert-annunziata.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"severance-agreement-global-crossing-ltd-and-robert-annunziata","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/severance-agreement-global-crossing-ltd-and-robert-annunziata.html","title":{"rendered":"Severance Agreement &#8211; Global Crossing Ltd. and Robert Annunziata"},"content":{"rendered":"<pre>\n                                                     March 2, 2000\n\nRobert Annunziata\nGlobal Crossing Ltd.\n360 North Crescent Drive\nBeverly Hills, CA 90210\n\nDear Robert:\n\n               This letter agreement (this 'Agreement') confirms our\nunderstanding and agreement with respect to the termination of the Employment\nAgreement (the 'Employment Agreement') entered into by and between you and\nGlobal Crossing Ltd. (the 'Company') on February 19, 1999, and the termination\nof your employment with the Company, and sets forth the rights and obligations\nof you and the Company in respect of the termination of your employment, as\nfollows:\n\n               1. Termination Of Employment. Effective as of March 2, 2000 (the\n'Termination Date'), your employment with the Company and its affiliates shall\nbe terminated. You also hereby resign, effective as of the Termination Date,\nfrom all positions that you hold with the Company and any of its affiliates,\nexcept that you (a) shall remain on the Board of Directors as an independent\ndirector until such time as the Chairman of the Board of Directors requests your\nresignation and, unless otherwise requested by the Chairman of the Board of\nDirectors, you shall not resign from the Board of Directors prior to the\nCompany's next scheduled annual meeting (which is currently scheduled for June,\n2000) and (b) shall perform consulting services to the Company on a mutually\nagreeable basis when requested to do so (consistent with your other obligations)\nfor a period that shall continue from month to month until terminated by either\nparty upon thirty days prior written notice.\n\n               2. Severance Payments and Other Benefits. In consideration for\nyour entering into this Agreement, specifically including the General Release\nand covenants contained herein, the Company will pay you a lump sum cash payment\nequal to $4.4 million (the 'Severance Payment'). The Severance Payment will be\npaid to you by wire transfer promptly after the date hereof, but in no event\nlater than 5 business days after the date hereof. In addition, until March 3,\n2001, the Company shall provide you, at its expense, with your current office\n(or other comparable office space in the Morristown, New Jersey area) and a\nsecretary and driver, reasonably satisfactory to you.\n\n               3. Effect of Termination of Employment on Your Equity.\n\n                      (a) The Company and you hereby acknowledge and agree that,\nin accordance with the Non-Qualified Stock Option Agreement, dated as of\nFebruary 22, 1999, by and between you and the Company (i) you were awarded an\noption to purchase 2,000,000 ordinary\n\n \n                                                                               2\n\nshares of the Company ('Shares') at an exercise price of $39.625 per share and,\nas a result of a 2-for-1 stock split which occurred on March 9, 1999 (the\n'Stock Split'), said option was adjusted to an option to acquire 4,000,000\nShares at an exercise price of $19.813 per share, (ii) on June 18, 1999, you\nexercised your right to purchase 81,576 Shares, (iii) as a result, you now have\nan option to acquire 3,918,424 Shares, (iv) said option shall, subject to\nparagraph (d) below, be fully exercisable immediately upon the Termination Date\nand (v) said option will expire on February 22, 2009, ten years from the date of\ngrant.\n\n                    (b) The Company and you hereby acknowledge and agree that,\nin accordance with another Non-Qualified Stock Option Agreement, dated as of\nFebruary 22, 1999, by and between you and the Company (i) you were awarded an\noption to purchase 250,000 Shares at an exercise price of $49.625 per share and,\nas a result of the Stock Split, said option was adjusted to an option to acquire\n500,000 Shares at an exercise price of $24.813 per share, (ii) no portion of\nsaid option has been exercised by you, (iii) said option shall, subject to\nparagraph (d) below, be fully exercisable immediately upon the Termination Date\nand (iv) said option will expire on February 22, 2009, ten years from the date\nof grant.\n\n                    (c) The Company and you hereby acknowledge and agree that,\nin accordance with another Non-Qualified Stock Option Agreement, dated as of\nDecember 3, 1999, by and between you and the Company (i) you were awarded an\noption to purchase 3,000,000 Shares at an exercise price of $45.00 per share,\n(ii) no portion of said option has been exercised by you, (iii) your option to\nacquire 1,020,000 of said 3,000,000 Shares shall, subject to paragraph (d)\nbelow, be fully exercisable immediately upon the Termination Date, (iv) your\noption to acquire 1,980,000 of said 3,000,000 Shares shall automatically\nterminate upon the Termination Date and (iv) said option to acquire 1,020,000\nShares will expire on December 3, 2009, ten years from the date of grant. The\nNon-Qualified Option Agreements referred to in paragraph (a), (b) and (c) of\nthis section are referred to herein as the 'Option Agreements.'\n\n                    (d) You hereby agree that, prior to December 31, 2000, you\nwill not exercise any of the options referred to above with respect to more than\n1.5 million Shares in the aggregate except in connection with an offering made\nto all shareholders of the Company.\n\n               4. Full Satisfaction. You hereby acknowledge and agree that,\nexcept as provided for herein or as required by law, you will not be entitled to\nany other compensation or benefits from the Company or its affiliates,\nincluding, without limitation, any other severance or termination benefits under\nthe Employment Agreement or otherwise, and you hereby agree that you will have\nno further interest, rights or benefits arising out of or in connection with the\nEmployment Agreement (except as otherwise specifically provided for herein).\n\n               5. Confidentiality of this Agreement and Nondisparagement; \nConfidentiality and Covenant Not to Solicit; Return of Property to the Company.\n\n                    (a) You will keep secret and retain in strictest confidence\nand will not release or divulge either orally or in writing to any person, firm\nor entity except as may be required by law or regulation or by order of any\ncourt, and will not use for the benefit of yourself\n\n \n                                                                               3\n\nor others, each and every term of this Agreement (or any information with\nrespect thereto) or any confidential or proprietary information concerning the\nCompany, its subsidiaries, affiliates, employees, officers or directors. In\naddition, you will not issue or make any public or private comment, statement or\nremark which would reasonably be construed or intended to disparage, criticize\nor denigrate the Company, its subsidiaries, affiliates or any of their\nemployees, officers or directors. The Company shall not issue any press release\nor make any public statement that would reasonably be construed or intended to\ndisparage, criticize or denigrate you. Except with respect to the press release\nsubstantially in the form attached hereto, no press release will be issued by\neither party about the other party without the consent of such other party\n(which consent will not be unreasonably withheld).\n\n                    (b) You hereby acknowledge and agree that you are bound by\nthe confidentiality covenants and the covenant not to solicit (as set forth in\nSections 9(b) and 16, respectively, of the Employment Agreement) for two years\nfollowing the Termination Date.\n\n                    (c) You also hereby acknowledge and agree that you are bound\nby the covenant to return all Company property, in accordance with Section 9 of\nthe Employment Agreement.\n\n               6. General Release.\n\n                    (a) For and in consideration of the Severance Payment and\nthe other benefits and consideration provided hereby, you hereby agree on behalf\nof yourself, your agents, assignees, attorneys, successors, assigns, heirs and\nexecutors, to, and you do hereby, fully and completely forever release the\nCompany and its affiliates, predecessors and successors and all of their\nrespective past and\/or present officers, directors, partners, members, managing\nmembers, managers, employees, agents, representatives, administrators,\nattorneys, insurers and fiduciaries in their individual and\/or representative\ncapacities (hereinafter collectively referred to as the 'Releasees'), from any\nand all causes of action, suits, agreements, promises, damages, disputes,\ncontroversies, contentions, differences, judgments, claims, debts, dues, sums of\nmoney, accounts, reckonings, bonds, bills, specialities, covenants, contracts,\nvariances, trespasses, extents, executions and demands of any kind whatsoever,\nwhich you or your heirs, executors, administrators, successors and assigns ever\nhad, now have or may have against the Releasees or any of them, in law,\nadmiralty or equity, whether known or unknown to you, for, upon, or by reason\nof, any matter, action, omission, course or thing whatsoever occurring up to the\ndate this Agreement is signed by you, including, without limitation, in\nconnection with or in relationship to your employment or other service\nrelationship with the Company or its affiliates, the termination of any such\nemployment or service relationship and any applicable employment, compensatory\nor equity arrangement with the Company or its respective affiliates; provided\n                                                                     --------\nthat such released claims shall not include any claims to enforce your rights\nunder, or with respect to, this Agreement or any of the Option Agreements (such\nreleased claims are collectively referred to herein as the 'Released Claims').\n\n                    (b) Notwithstanding the generality of clause (a) above, the\nReleased Claims include, without limitation, (i) any and all claims under Title\nVII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of\n1967, the Civil Rights Act of 1971, the Civil\n\n \n                                                                               4\n\nRights Act of 1991, the Fair Labor Standards Act, the Employee Retirement Income\nSecurity Act of 1974, the Americans with Disabilities Act, the Family and\nMedical Leave Act of 1993, and any and all other federal, state or local laws,\nstatutes, rules and regulations pertaining to employment or otherwise, and (ii)\nany claims for wrongful discharge, breach of contract, fraud, misrepresentation\nor any compensation claims, or any other claims under any statute, rule or\nregulation or under the common law, including compensatory damages, punitive\ndamages, attorney's fees, costs, expenses and all claims for any other type of\ndamage or relief.\n\n                    (c) THIS MEANS THAT, BY SIGNING THIS AGREEMENT, YOU WILL\nHAVE WAIVED ANY RIGHT YOU MAY HAVE HAD TO BRING A LAWSUIT OR MAKE ANY CLAIM\nAGAINST THE RELEASEES BASED ON ANY ACTS OR OMISSIONS OF THE RELEASEES UP TO THE\nDATE OF THE SIGNING OF THIS AGREEMENT.\n\n                    (d) You represent that you have read carefully and fully\nunderstand the terms of this Agreement, and that you have been advised to\nconsult with an attorney and have had the opportunity to consult with an\nattorney prior to signing this Agreement. You acknowledge that you are executing\nthis Agreement voluntarily and knowingly and that you have not relied on any\nrepresentations, promises or agreements of any kind made to you in connection\nwith your decision to accept the terms of this Agreement, other than those set\nforth in this Agreement. To the extent you have executed this Agreement within\nless than twenty-one (21) days after its delivery to you, you hereby acknowledge\nthat your decision to execute this Agreement prior to the expiration of such\ntwenty-one (21) day period was entirely voluntary.\n\n                    (e) For and in consideration of you entering into this\nAgreement, the Company hereby agrees on behalf of itself, its agents, assignees,\nattorneys, successors and assigns, to, and the Company does hereby, fully and\ncompletely forever release you, from any and all causes of action, suits,\nagreements, promises, damages, disputes, controversies, contentions,\ndifferences, judgments, claims, debts, dues, sums of money, accounts,\nreckonings, bonds, bills, specialities, covenants, contracts, variances,\ntrespasses, extents, executions and demands of any kind whatsoever, which the\nCompany, successors and assigns ever had, now have or may have against you, in\nlaw, admiralty or equity, whether known or unknown to the Company, for, upon, or\nby reason of, any matter, action, omission, course or thing whatsoever occurring\nup to the date this Agreement is signed by the Company, including, without\nlimitation, in connection with or in relationship to your employment or other\nservice relationship with the Company or its affiliates, the termination of any\nsuch employment or service relationship and any applicable employment,\ncompensatory or equity arrangement with the Company or its respective\naffiliates; provided, however, that such released claims shall not include any\nclaims to enforce our rights under, or with respect to, this Agreement or any of\nthe Option Agreements.\n\n\n                                                                               5\n\n               7. Governing Law; Arbitration. This Agreement will be governed,\nconstrued and interpreted under the laws of the State of California. Any dispute\narising out of this Agreement shall be determined by arbitration in Los Angeles,\nCalifornia, under the rules of the American Arbitration Association then in\neffect and judgment upon any award pursuant to such arbitration may be enforced\nin any court having jurisdiction thereof, provided each of the parties to this\nAgreement will appoint one person as an arbitrator to hear and determine the\ndispute, and if they are unable to agree, than the two arbitrators so chosen\nwill select a third impartial arbitrator whose decision will be final and\nconclusive upon the parties to this Agreement.\n\n               8. Entire Agreement\/Counterparts. This constitutes the entire\nagreement between the parties with respect to the subject matter contained\nherein, except to the extent that this Agreement refers to the Employment\nAgreement. It may not be modified or changed except by written instrument\nexecuted by all parties. This Agreement may be executed in counterparts, each of\nwhich shall constitute an original and which together shall constitute a single\ninstrument.\n\n               If this letter correctly sets forth your understanding of our\nagreement with respect to the foregoing matters, please so indicate by signing\nbelow on the line provided for your signature.\n\n                                          Very truly yours,\n\n                                          GLOBAL CROSSINGS LTD.\n\n                                          By: \/S\/ Lodwrick Cook\n                                             ---------------------------------\n                                             Name: Lodwrick Cook\n                                             Title: Co-Chairman\n\nReviewed, approved and agreed:\n\n\/s\/ Robert Annunziata\n---------------------------------\nRobert Annunziata\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7648],"corporate_contracts_industries":[9519],"corporate_contracts_types":[9539,9551],"class_list":["post-40508","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-global-crossing-ltd","corporate_contracts_industries-telecommunications__telephone","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40508","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40508"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40508"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40508"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40508"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}