Exhibit
      10.2
 

    GENERAL
      RELEASE AND SEPARATION AGREEMENT

    


    This
      GENERAL RELEASE AND SEPARATION AGREEMENT (this
      “Agreement”)
      is
      entered into effective as of the 5th
      day of
      June, 2008 (the “Effective
      Date”),
      by
      and between g8wave Holdings, Inc., a Delaware corporation (the “Company”),
      Habib
      Khoury (“Executive”),
      and
      solely for the purposes of Section
      4
      hereof,
      Bradley M. Mindich, an individual (“Mindich”).

     

    WHEREAS,
      the
      Company and Executive are parties to that certain Employment Agreement dated
      as
      of April 2, 2007, as amended by that certain First Amendment to Employment
      Agreement dated January 25, 2008 (the “Employment
      Agreement”);
      

     

    WHEREAS,
      the
      Employment Agreement permits either party to terminate the Employment Agreement
      with twenty (20) days prior written notice, which notice has been waived by
      both
      the Company and Executive; 

     

    WHEREAS,
      pursuant to the Employment Agreement, the Company has elected to pay a portion
      of Executive’s salary in shares of common stock of the Company (“Compensation
      Shares”),
      which
      Compensation Shares have not, prior to the Effective Date, been issued to
      Executive;

     

    WHEREAS,
      as of
      the Effective Date, Executive is the holder of 1,698,877 restricted stock units
      issued pursuant to the Company’s 2007 Equity Incentive Plan, each of which, upon
      exercise, entitles Executive to one share of the Company’s common stock (the
“RSUs”);
      and

     

    WHEREAS,
      the
      Company no longer desires to employ Executive and Executive no longer desires
      to
      be employed by the Company;

     

    NOW,
      THEREFORE,
      for
      good and valuable consideration, the receipt and sufficiency of which are hereby
      acknowledged, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

     

    1.  Termination
      of Employment Agreement; Resignation.
      The Employment Agreement is hereby terminated as of the Effective Date and
      shall be of no further force and effect thereafter, except that the following
      provisions shall survive: Sections 5 and 16. In addition, Executive hereby
      resigns from any and all offices and positions held by him with the Company
      and
      its subsidiaries, other than his position as a member of the Company’s board of
      directors.

     

    2.  Payment.
      In
      consideration for the General Releases in Section
      3(a)
      hereof,
      and as full, complete, and final payment for any and all obligations owing
      by
      the Company to Executive under the Employment Agreement and with respect to
      his
      employment by the Company, including, but not limited to, (a) any and all stock
      (including the Compensation Shares), restricted stock units (including the
      RSUs), options, or other equity rights, and (b) wages, commissions, bonuses,
      vacation pay, expenses, fees, or other compensation or payments of any kind
      or
      nature: 

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      Exhibit
        10.2

    

     

    
      	
            	a.	
              So
                long as Executive has not rescinded this Agreement as of the 8th
                calendar day following the Effective Date (the “Payment
                Date”),
                the Company shall pay, or cause to be paid, to Executive on the Payment
                Date the sum of Thirty Two Thousand and 00/100 Dollars ($32,000.00),
                less
                FICA taxes required to be withheld by applicable law (the “Cash Severance
                Payment”).
                Executive hereby instructs the Company not to withhold any other
                amounts
                under federal or state law, and hereby agrees that he shall solely
                be
                responsible for such amounts and shall pay all such amounts when
                due;

            


    

    


    
      	
            	b.	
              The
                Company shall provide, or cause to be provided to Executive (at no
                charge
                to Executive), medical and dental benefits substantially similar
                to those
                currently provided to Executive, for a period of 12 months from the
                Effective Date, all in accordance with the Company’s policies and the
                terms of the applicable plan documents;
                and

            


    

    


    
      	
            	c.	
              The
                Company shall issue to Executive, promptly following the Effective
                Date,
                3,183,727 shares of common stock of the Company, which shares Executive
                acknowledges and agrees are the only shares or other equity securities
                or
                rights that will be owed to him by the Company as of the Effective
                Date.

            


    

    


    3.  General
      Releases.

     

    (a)  Release
      by Executive.
      Except
      as expressly provided herein, Executive, on behalf of himself, his heirs,
      executors, administrators, successors and assigns (collectively referred to
      as
      the “Executive
      Parties”),
      hereby releases and discharges the Company, its affiliates, subsidiaries,
      parent, each of their successors and assigns, and each of their officers,
      directors, employees, stockholders, agents, accountants and attorneys
      (collectively referred to as the “Company
      Released Parties”),
      from
      any and all actions or causes of action, suits, debts, dues, sums of money,
      accounts, reckonings, bonds, bills, specialties, covenants, contracts,
      controversies, agreements, promises, variances, trespasses, damages, judgments,
      extents, executions, obligations, liabilities, claims, and demands whatsoever,
      in law, admiralty or equity (collectively, the “Claims”),
      which
      the Executive Parties ever had, now have or hereafter, can, shall or may have
      based upon the Employment Agreement and Executive’s employment by the Company
      and the termination of that employment, including (i) any and all Claims of
      wrongful discharge or other tort, and all rights under federal, state or local
      law, including those that prohibit race, sex, age, religion, national origin,
      handicap, disability or other forms of discrimination, including but not limited
      to, Title VII of the Civil Rights Act of 1964, as amended, the Civil Rights
      Act
      of 1991, any state or local human rights laws, and all Claims under the Workers’
Compensation laws, the Equal Pay Act, the National Labor Relations Act, as
      amended, the Americans with Disabilities Act, the Federal Rehabilitation Act,
      the Employee Retirement Income Security Act of 1974, as amended, the Family
      and
      Medical Leave Act, and (ii) any and all Claims arising under any contract,
      including the Employment Agreement, any side letter, offer letter, policy,
      practice, program or plan, including Claims for severance pay, incentive
      compensation, change in control payments, bonus, or other compensation or
      benefits, but excluding, in each case, Claims arising under this
      Agreement.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    

      Exhibit
        10.2

    

     

    (b)  Release
      by Company.
      Except
      as expressly provided herein, the Company, on behalf of itself, its affiliates,
      subsidiaries, parents, officers, directors, employees and shareholders and
      each
      of their successors and assigns (collectively referred to as the “Company
      Releasing Parties”),
      hereby releases and discharges the Executive Parties from any and all Claims,
      which the Company Releasing Parties ever had, now has or hereafter, can, shall
      or may have based upon any act or omission of Executive arising through the
      Effective Date with respect to Executive’s employment with the Company or its
      subsidiaries (but not with respect to Executive’s position as a director of the
      Company), including, without limitation any Claims arising under any contract,
      including the Employment Agreement, any side letter, offer letter, policy,
      practice, program or plan, but excluding, in each case, Claims arising under
      this Agreement.

     

    4.  Non-Disparagement.
      Executive, on the one hand, and the Company and Mindich, on the other hand,
      hereby agree not to hereafter intentionally disparage the other, or any of
      the
      Company’s current or former officers, directors, or employees. As used in this
Section
      4,
      “disparage” means any statement or representation that, directly or by
      implication, would reasonably be expected to harm the business reputation or
      business opportunities of the other party. 

     

    5.  Opportunity
      to Review.
      Executive acknowledges that he has been provided with a sufficient opportunity
      to review this Agreement prior to signing it, and that he is knowingly and
      voluntarily entering into this Agreement.

     

    6.  Governing
      Law.
      This
      Agreement shall be governed by and construed under the laws of the Commonwealth
      of Massachusetts, without regard to conflict of laws principles, except that
      the
      validity and enforceability of the releases not to sue with respect to Claims
      based on federal law shall be governed by the applicable federal
      law.

     

    7.  No
      Modification.
      This
      Agreement shall not be modified or discharged, in whole or in part, except
      by
      agreement in writing signed by the parties hereto. 

     

    8.  Integration/Merger.
      The
      parties acknowledge that (a) this Agreement constitutes the entire agreement
      between them with respect to the termination of Executive’s employment with the
      Company, (b) they have not relied on any representation not contained herein,
      and (c) this Agreement supersedes any and all prior agreements or understandings
      between them with respect to the termination of Executive’s employment with the
      Company.

     

    9.  Counterparts.
      This
      Agreement may be executed in one or more counterparts and delivered by facsimile
      or electronic signature, each of which will be deemed an original and all of
      which constitute one and the same agreement.

     

    [Signature
      Page to Follow]

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

      Exhibit
        10.2

    

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      Effective Date.

     

    


    
      	
              EXECUTIVE

            	 	
              G8WAVE
                HOLDINGS, INC.

            
	 	 	 
	
               
                /s/ Habib
                Khoury                       
                          

              Habib
                Khoury

               

            	 	
              By:
                /s/
                Bradley M.
                Mindich                  
                

              Bradley
                M. Mindich

              Director

            
	 	 	 
	BRADLEY M.
              MINDICH
              (solely with respect to Section 4 of the Agreement)	 	 
	 	 	 
	
               
                /s/ Bradley M.
                Mindich                     
                

              Bradley
                M. Mindich

            	 	 


    

     


    
      
         

      

      
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