Severance Agreement between Globix Corporation and Eric J. Sandman (February 12, 2007)
Globix Corporation agrees to provide severance benefits to Eric J. Sandman, its Senior Vice President and CFO, if he is terminated without cause or required to relocate more than 60 miles from Westborough, MA, within one year after a change of control. The severance consists of one year's base salary and a six-month period to exercise vested stock options. The agreement is binding on both parties and their successors.
Globix Corporation
2200 West Park Drive
Westborough, Massachusetts 01581
February 12, 2007
Mr. Eric J. Sandman
Senior Vice President and Chief Financial Officer
Globix Corporation
2200 West Park Drive
Westborough, MA 01581
Re: Severance
Dear Eric:
This letter is being provided to you as a binding commitment undertaken by Globix Corporation (the “Company”) to provide you with the payment of severance upon the occurrence of certain events. Pursuant to the unanimous approval by the Compensation Committee of the Company’s Board of Directors, you shall receive a severance payment equal to one year’s base salary in the event that (i) you are actually or constructively terminated from employment with the Company without cause within one year following a Change of Control of the Company, as defined in the Company’s 2003 Stock Option Plan; or (ii) you are required to relocate your primary place of business to a location further than sixty (60) miles outside of Westborough, Massachusetts. For purposes of the severance payment contemplated hereby, one year’s base salary shall consist of your annual salary as in effect immediately prior to the Change of Control. Constructive termination shall consist of a diminution of responsibilities and a substantial decrease in compensation. The period of exercisability for all options held by you that are exercisable upon a termination of employment described in clauses (i) or (ii) above shall be six months following the date of such termination of employment.
[continued on next page]
This letter shall be binding upon and inure to the benefit of the undersigned parties and their respective successors and assigns. Please indicate your agreement to the terms of this letter between you and the Company by executing a copy of this letter and returning the same to me.
| Very truly yours, | |
| GLOBIX CORPORATION | |
| By: /s/Kurt J. Van Wagenen | |
| Name: Kurt J. Van Wagenen | |
| Title: President & Chief Executive Officer |
Accepted and agreed as of the 12th day of February, 2007
By: /s/Eric J. Sandman
Name: Eric J. Sandman
Title: Senior Vice President and Chief Financial Officer
-2-
