Resignation and Severance Agreement between Michael P. Keegan and Applied Innovation Inc.

Summary

Michael P. Keegan resigns as Executive Vice President and Chief Operating Officer of Applied Innovation Inc., effective January 24, 2005, at the request of the Board of Directors. The resignation is considered a termination without cause, entitling Keegan to severance benefits under his Employment Agreement. The Board will also consider his request for additional severance benefits similar to those given to other departing executives. The agreement is accepted by Applied Innovation Inc. and signed by its President and CEO.

EX-10.14 3 l12519aexv10w14.txt EXHIBIT 10.14 EXHIBIT 10.14 January 24, 2005 The Board of Directors Gentlemen: As requested by the Board, I hereby resign as Executive Vice President and Chief Operating Officer of Applied Innovation Inc. (Applied), and any other offices I may hold with Applied or any of its subsidiaries effective this date. The Board has provided no reason why it has asked for my resignation. I understand that this resignation will be treated as a termination without cause by Applied and that I shall be entitled to the severance benefit provided under Section 9(d) of my Employment Agreement dated February 23, 2004. I further understand that the Board will consider my request for additional severance benefits commensurate with other executives who have departed Applied in the past several years. Sincerely, /s/ Michael P. Keegan - ----------------------------------------- Michael P. Keegan Accepted and agreed to as of January 24, 2005 by Applied Innovation Inc. /s/ William H. Largent - ----------------------------------------- By: William H. Largent President and Chief Executive Officer