Exhibit 10.25
SEPARATION AGREEMENT
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It is hereby agreed by and between ▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Dowski") and TeleCorp
PCS, Inc. and TeleCorp Communications, Inc. (collectively "TeleCorp") for good
and sufficient consideration more fully described below ("Agreement"), that:
1. Employment Status.
Dowski's employment with TeleCorp shall cease on March 8, 1999 (the
"Separation Date"). Dowski's regular salary and benefits will likewise cease as
of the Separation Date, including any entitlement he had or might have had under
any TeleCorp provided benefit programs, except as required by federal or state
law or otherwise described below. The Separation Date shall be the date of the
"qualifying event" under the Consolidated Budget Reconciliation Act of 1985
("COBRA"), and Dowski will receive COBRA information under separate cover.
2. Consideration
In consideration of Dowski's agreement in paragraphs 8(c), 5(a), 6 and 7,
and the other consideration provided herein, and provided that Dowski shall not
have taken any action to revoke this agreement, TeleCorp will make the following
payments.
a. TeleCorp will pay Dowski Seventeen Thousand Five Hundred Dollars
($17,500) a month for the twelve months following the Separation Date in
accordance with TeleCorp's normal payroll practices beginning on the next
regularly scheduled payday, but not before the expiration of the seven (7) day
waiting period as set forth in paragraph 10. All amounts set forth in this
Section 2 are subject to applicable (if any) federal, state and local
withholding, payroll and other taxes.
b. TeleCorp will pay Dowski a lump sum payment of One Hundred and Five
Thousand Dollars ($105,000) representing his 1998 bonus, such payment to be made
on the same date as TeleCorp pays its 1998 bonuses to its other employees, but
not before the expiration of the seven (7) day waiting period as set forth in
paragraph 10.
c. TeleCorp will pay Dowski together with his next regular paycheck a
lump sum equal to his earned but unpaid vacation, including any amounts carried
over from 1998, in accordance with TeleCorp's vacation payment policy.
d. TeleCorp will reimburse Dowski a total of $4,300 (after tax) in
accordance with TeleCorp's relocation policy in payment for his February and
March duplicate housing relocation benefit.
e. TeleCorp will pay Dowski, within a reasonable period of time after
Dowski's submission of documentation reasonably acceptable to TeleCorp, a lump
sum equal to the total outstanding amounts due to Dowski for travel and expense
reimbursement, net of any amounts due TeleCorp, in accordance with TeleCorp's
reimbursement policies; provided, however, that
within a reasonable period of time after execution of this Agreement, TeleCorp's
Audit Committee will commission an audit of Dowski's expenses as charged by
Dowski to TeleCorp's company credit card(s). Any and all expenses that the Audit
Committee determines are personal in nature (collectively, "Dowski Personal
Expenses") will be offset against any reimbursable amounts due to Dowski
hereunder. In the event that the Dowski Personal Expenses exceed the total
reimbursable amounts due to Dowski under this Section 5(e), such excess amount
shall be offset against amounts due to Dowski elsewhere under this Agreement.
f. To the extent that Dowski is not eligible for coverage under benefit
plans of subsequent employers, Dowski will continue to be covered for a period
of twelve months after the Separation Date at the expense of TeleCorp by the
same or equivalent hospital, medical, and dental coverage as Dowski was covered
by immediately prior to the Separation Date.
g. Within seven (7) business days after TeleCorp receives this Agreement
executed by ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ will:
(i) Pay Dowski $18.93 in the aggregate for the repurchase of his
Extraordinary Event Shares, Supplemental Shares and nonvested Base Shares; and
(ii) Pursuant to the Share Grant Agreement dated July 16, 1998,
TeleCorp will issue stock certificates to Dowski representing 139.448 shares of
Class A voting common stock and 136.948 shares of Series E Preferred Stock,
respectively.
The shares to be issued as set forth above will continue to be restricted in
accordance with the Stockholders' Agreement by and among ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ PCS,
Inc. and certain other stockholders dated July 17, 1998.
3. Settlement of Amounts Due
The amounts set forth in Section 2 shall be complete and unconditional
payment, settlement, satisfaction and accord with respect to all obligations and
liabilities of TeleCorp to Dowski, and with respect to all claims, causes of
action and damages that could be asserted by Dowski against TeleCorp arising out
of Dowski's employment with and separation of employment with TeleCorp,
including, without limitation, all claims for wages, back wages, salary,
vacation pay, draws, commissions, bonuses, compensation, professional expenses,
severance pay, attorney's fees, compensatory damages, special damages, reliance
damages, punitive damages, treble damages, consequential damages, exemplary
damages, emotional distress damages, or other costs or sums.
4. Prior Agreements
TeleCorp and Dowski hereby incorporate herein by reference sections 8, 9,
and 10 of the Employee Agreement by and between Dowski and TeleCorp PCS, Inc.,
dated July 17, 1998 as subsequently assigned to TeleCorp Communications, Inc.,
(the "Employee Agreement") in their entirety as if fully set forth herein. The
term "Company" as used in the Employee Agreement shall be herein interpreted
synonymously with the term "TeleCorp" as TeleCorp is defined in
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section 5 below. Except as set forth above in this Section 4, this Agreement
shall supersede the Employee Agreement.
5. Release
a. By Dowski
In exchange for the amounts described in Section 2 and other good and
valuable consideration, receipt and sufficiency of which is hereby acknowledged,
Dowski and his representatives, agents, estate, successors and assigns,
absolutely and unconditionally hereby release and forever discharge TeleCorp
(which for purposes of this Section 5(a) shall hereinafter be defined to include
without limitation TeleCorp, its parents and/or any of its subsidiaries,
affiliates, their respective successors, assigns, shareholders/stockholders,
officers, directors, representatives, attorneys, employees and/or agents in both
their individual and official capacities) from any and all actions or causes of
action, suits, claims, complaints, obligations, contracts, liabilities,
agreements, promises, debts and damages, whether existing or contingent, known
or unknown, accrued or unaccrued, which arise out of Dowski's employment with
TeleCorp, the separation thereof or the aforementioned repurchase of the
Extraordinary Event, Supplemental and Base Shares pursuant to the Share Grant
Agreement between TeleCorp PCS, Inc and Dowski dated July 16, 1998. This release
is intended by Dowski to be all-encompassing and to act as a full and total
release of all claims known or unknown that Dowski may have or has had against
TeleCorp, including, but not limited to, (a) claims under any federal or state
law, statute or regulation dealing with either employment discrimination,
including both federal and state laws or regulations concerning discrimination
on the basis of age, race, color, religion, creed, sex, sexual preference,
national origin, handicap status or status as a disabled veteran; (b) any
contract whether oral or written, express or implied; and/or (c) at common law.
b. By TeleCorp
For good and valuable consideration, receipt and sufficiency of which is
hereby acknowledged, TeleCorp [which for purposes of this Section 5(b) shall
hereinafter be defined to include without limitation, its parents and/or any of
its subsidiaries, affiliates, their respective successors, assigns,
shareholders/stockholders, officers, directors, representatives, attorneys,
employees and/or agents in both their individual and official capacities]
absolutely and unconditionally hereby releases and forever discharges Dowski and
his representatives, agents, estate, successors and assigns, from any and all
actions or causes of action, suits, claims, complaints, obligations, contracts,
liabilities, agreements, promises, debts and damages, whether existing or
contingent, known or unknown, which arise out of Dowski's employment by TeleCorp
or the separation thereof or the aforementioned repurchase of the Extraordinary
Event, Supplemental and Base Shares pursuant to the Share Grant Agreement
between TeleCorp PCS, Inc and Dowski dated July 16, 1998. This release is
intended by TeleCorp to be all-encompassing and to act as a full and total
release of any claims known or unknown that TeleCorp may have or has had against
Dowski, including, but not limited to, claims arising under
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the parties Employee Agreement dated July 17, 1998, except those specifically
reserved herein, which TeleCorp does not waive and expressly reserves.
6. Non-Disparagement and Confidentiality
Dowski and TeleCorp agree not to make any negative or adverse remarks
whatsoever concerning each other, including, but not limited to, negative
remarks concerning TeleCorp's operations, marketing strategies, management,
affairs, or financial conditions or concerning Dowski's job competence,
performance or reasons for separation. Dowski and TeleCorp agree they shall not
divulge or publish any information whatsoever regarding the fact of, substance,
terms or existence of this Agreement and/or any discussions or negotiations
relating to this Agreement to any person or organization.
Any disclosure of the terms, circumstances, negotiations, or fact of this
Agreement shall be deemed a violation of this Agreement and shall entitle the
party proving such a disclosure to all damages it proves as a result of such
breach and reasonable attorney's fees. This provision is not intended to
interfere with nor to prevent Dowski's legal obligation to fully and completely
respond to a subpoena. Notwithstanding anything to the contrary in this Section
6, this Agreement shall not prohibit the disclosure of any amounts paid or to be
paid by any party as a result of this Agreement to its accountants, bookkeepers,
attorneys, or tax consultants nor shall it prohibit any party from taking any
legal action necessary to enforce this Agreement or exercise any rights
hereunder, provided such parties agree to maintain the non-disparagement and
confidentiality provisions of this Agreement.
7. Non-solicitation
Dowski agrees that for a period of one year from the effective date of this
Agreement, he will not (a) attempt to employ or employ; (b) attempt to assist in
employing or recommend the employment of; or (c) otherwise interfere with the
employment of any employee of TeleCorp while that employee is employed by
TeleCorp; provided that Dowski shall be free to provide, upon the request of a
TeleCorp employee who reported directly to, or was directly supervised by,
Dowski, a personal recommendation for future employment of such employee by a
company with which Dowski has no relation whether as a shareholder (other than
ownership of less than one percent of the common stock of a publicly-traded
company), director, employee, consultant or otherwise; provided further that
Dowski's recommendation is consistent with the spirit and terms of this Section
7.
8. Transition Matters
a. TeleCorp and Dowski hereby agree that for a period of three months
after the Separation Date, TeleCorp will maintain Dowski's voice-mail box and e-
mail address, forwarding all e-mail messages electronically to his home no less
often than once every other day. TeleCorp and Dowski hereby further agree that
Dowski may retain use of his current lap top computer, printer and company-
provided fax machine for a period of up to three months to assist
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in transition activities; provided that upon expiration of such three month
period Dowski shall promptly deliver such equipment to TeleCorp. TeleCorp and
Dowski hereby further agree that Dowski may retain possession permanently of the
mobile phone supplied to him by TeleCorp; provided that, the billing account for
such phone shall be transferred to Dowski and he shall assume personal liability
for the payment of such ▇▇▇▇ for all charges occurring after the Separation
Date.
b. TeleCorp will provide Dowski continuation of his duplicate housing
relocation benefit of $2,150 (after tax) per month, in accordance with
TeleCorp's relocation policy for the months of April through July, 1999, in
consideration of ongoing transition support.
▇. ▇▇▇▇▇▇ hereby agrees that he shall use his best efforts to assist
TeleCorp in transitioning his position and current projects at TeleCorp to a
successor or other TeleCorp employees, including without limitation, Dowski
shall assist TeleCorp in completing TeleCorp's ten-year financial model as
outlined by TeleCorp's senior management.
9. Representations and Governing Law
a. This Agreement represents the complete and sole understanding between
the parties, and supersedes any and all other agreements and understandings
regarding Dowski's employment and the separation thereof whether oral or
written.
b. This Agreement may not be modified, altered or rescinded except upon
written consent of TeleCorp and Dowski. If any provision of this Agreement, or
part thereof, is held invalid, void or voidable as against the public policy or
otherwise, the invalidity shall not affect other provisions, and parts thereof,
of this Agreement as the same are declared to be severable.
c. The validity, interpretation and performance of this Agreement shall
be construed and interpreted according to the laws of the Commonwealth of
Virginia.
▇. ▇▇▇▇▇▇ acknowledges that he has had twenty-one (21) days to review
this Agreement prior to execution of the same and he represents that he has
consulted with such attorneys, accountants, and other advisors as he has deemed
necessary and appropriate in connection with the negotiation and execution of
this Agreement, and is fully aware of the legal consequences of this Agreement.
Dowski does not rely on any representation, promise or inducement made by
TeleCorp with the exception of the consideration described in this Agreement.
10. Effective Date
Dowski may revoke this Agreement during the period of seven (7) days
following the execution by Dowski and this Agreement shall not become effective
or enforceable until this revocation period has expired.
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IN WITNESS WHEREOF, the undersigned has executed this Agreement on the
dates shown below.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
Date: March 8, 1999 -----------------------------
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TELECORP COMMUNICATIONS, INC.
Date: March 8, 1999 BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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ITS: President
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TELECORP PCS, INC.
BY: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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ITS: Executive Vice President
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