Exhibit 10.24
April 5, 1999
Mr. Kent Bossange
19866 Seagull Way
Saratoga, CA 95070
Re: Separation Terms
Dear Kent,
This letter confirms the terms of your separation from your employment with
Digital Link Corporation.
1. Termination Date. Your employment with the Company is terminated effective
April 5, 1999.
2. Acknowledge of Payment of Wages. We herewith deliver to you a final paycheck
for all accrued wages, salary, bonuses, accrued but unused PTO and any similar
payments due and owing to you from the Company as of the termination date.
3. COBRA Coverage. Your health coverage expires April 30, 1999. You have the
option, at your own expense, to extend the health insurance coverage currently
provided by the Company for a period of 18 months from April 30, 1999, pursuant
to the terms and conditions of COBRA. You have 60 days from the termination date
to notify the Company in writing of your election to so continue your
continuation coverage. You will receive a packet, by certified mail, from the
Company providing additional information regarding your COBRA benefits.
4. Payment. In addition, it has been agreed that you will receive additional
compensation for 6 months of base pay as severance pay. You will receive a check
on a monthly basis beginning May 1, 1999. The Company will also pay an amount
equal to your current health insurance benefits for a period of 6 months
beginning May 1, 1999. These severance benefits are in addition to any amounts
due you from the Company and are given as consideration for the release set
forth below. All normal withholding will be applied to the 6 months of severance
pay.
5. Support. During the period from April 5, 1999 through October 6, 1999, you
will be available to consult on a mutually convenient basis to assist on issues
including, but not limited to, product information, customer issues, and
transitional support to Sherm Silverman. You will receive an additional $15,000
for your consultation services. All normal withholding will be applied to the
$15,000 payment.
If you choose to sign this agreement, you will then be given seven (7) days
after you sign the agreement to revoke it and the agreement will not be
effective until after this seven-day period has lapsed. You also acknowledge
that the Company will not begin your severance benefits until seven days from
the time you sign this agreement has expired.
6. Return of Company Property. You hereby represent and warrant to the Company
that you will return to the Company any and all property or data of the Company
of any type whatsoever that may have been in your possession or control by April
9, 1999.
7. Proprietary Information. You hereby acknowledge that you are bound by the
attached Employee Invention Assignment and Confidentiality Agreement, dated June
9, 1995, that as a result of your employment with the Company you have had
access to the Proprietary Information (as defined in such agreement) of the
Company, that you will hold all such Proprietary Information in strictest
confidence and that you may not make any use of such Proprietary Information on
behalf of any third party. You further confirm that you have delivered to the
Company all documents and data of any nature containing or pertaining to such
Proprietary Information and that you have not take with you any such documents
or data or any reproduction thereof.
8. Waiver of Claims. The payments and agreements set forth in this Agreement are
in full satisfaction of any and all accrued salary, PTO pay, bonus pay,
profit-sharing, termination benefits or other compensation to which you may be
entitled by virtue of your employment with the Company or your termination of
employment. You hereby release and waive any and all claims you may have against
the Company or any of their officers, directors, employees, managers,
shareholders, partners, agents, attorneys, subsidiaries, successors, and
assigns, including without limitation claims for any additional compensation or
benefits arising out of the termination of your employment, any claims of
wrongful termination, breach of contract or discrimination under state or
federal law, and any claims you may have based on age or under the Age
Discrimination in Employment Act or Older Workers Benefit Protection Act. This
section 7 shall remain in full force and effect even if there is a breach of
this Agreement by either party.
You hereby expressly waive any benefits of Section 1542 of the Civil Code of the
State of California, or any other state law of similar effect, which provides as
follows:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT
KNOW OR SUSPECT TO EXIST IN HER FAVOR AT THE TIME OF EXECUTING THE RELEASE,
WHICH IF KNOWN BY HER MUST HAVE MATERIALLY AFFECTED HER SETTLEMENT WITH THE
DEBTOR."
9. Review of Severance Agreement You acknowledge your understanding that you may
take up to twenty-one (21) days to consider this Agreement and that you have
been advised to consult with an attorney prior to executing this Agreement. You
further acknowledge that you understand that you may revoke your agreement
within seven (7) days of your execution of this document and that the
consideration to be paid to you pursuant to paragraph 4 above for your agreement
will be paid only at the end of that seven (7) day revocation period.
10. Nondisparagement. You agree that you will not disparage the Company or its
products, services, agents, representatives, directors, officers, shareholder,
attorneys, employees, vendors, affiliates, successors or assigns, or any person
acting by, through, under or in concert with any of them, with any written or
oral statement.
11. Legal and Equitable Remedies. You agree that the Company shall have the
right to enforce this Agreement and any of its provisions by injunction,
specific performance or other equitable relief without prejudice to any other
rights or remedies the Company may have at law or in equity for breach of this
Agreement.
12. Attorney's Fees. If any action at law or in equity is brought to enforce the
terms of the Agreement, the prevailing party shall be entitled to recover its
reasonable attorneys' fees, costs and expenses from the other party, in addition
to any other relief to which such prevailing party may be entitled.
13. Confidentiality. The contents, terms and conditions of the Agreement shall
be kept confidential by you and shall not be disclosed except to your attorneys
or pursuant to subpoena or court order. Any breach of this confidentiality
provision shall be deemed a material breach of this Agreement.
14. No Admission of Liability. This Agreements is not and shall not be construed
or contended by you to be an admission or evidence of any wrongdoing or
liability on the part of the Company, its representatives, heirs, executors,
attorneys, agents, partners, officers, shareholders, directors, employees,
subsidiaries, affiliates, divisions, successors or assigns. This Agreement shall
be afforded the maximum protection allowable under California Evidence Code
Section 1152 and/or any other state or Federal provisions of similar effect.
15. Entire Agreement. This Agreement constitutes the entire agreement between
you and the Company with respect to the subject material hereof and supersedes
all prior negotiations and agreements, whether written or oral, relating to such
subject matter. You acknowledge that neither the Company nor its agents or
attorneys, have made any promise, representation or warranty whatsoever, either
express or implied, written or oral, which is not contained in this Agreement
for the purpose of inducing you to execute the Agreement, and you acknowledge
that you have executed this Agreement in reliance only upon such promises,
representations and warranties as are contained herein.
16. Modification. It is expressly agreed that this Agreement may not be altered,
amended, modified, or otherwise changed in any respect except by another written
agreement that specifically refers to this Agreement, duly executed by
authorized representatives of each the parties hereto.
If this letter accurately sets forth the terms of your separation from the
Company, please sign the attached copy and return it to the undersigned
postmarked no later than April 28, 1999.
Very truly yours,
s/ Dianne Mastilock
Dianne Mastilock
Vice President, Human Resources
READ, UNDERSTOOD, AND AGREED
s/ Kent A. Bossange 04/07/99
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Signature Date
Kent A. Bossange
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