Exhibit
10.8


 


Lightspace
Corporation


125
CambridgePark Drive


Cambridge,
MA 02140


 


 


April 21, 2006


 


 


Andrew Kennedy Lang


387 Concord Ave.


Cambridge, MA 02140


 


 


Dear Ken,


 


                Re:          Separation Agreement


 


This letter agreement (this “Agreement”)
confirms the terms of the termination of your employment with the Lightspace
Corporation (the “Company”) and your separation agreement with the
Company.


 


The Company and you have
agreed as follows:


 


                1.             Termination of Employment;
Benefits.  This Agreement confirms
that your employment with the Company has been terminated without cause effective
as of March 31, 2006 (the “Termination  Date”).  Your employer-sponsored health insurance
coverage, disability and life insurance were terminated as of the Termination
Date.


 


                2.             Board of Directors. You
hereby resign from your position as an officer and member of the board of
directors of the Company, effective immediately.  The Company will pay completely amounts due
on credit cards guaranteed by you and terminate such cards.  The Company acknowledges that, as a former
officer and director of the Company, you shall be entitled to indemnification
from the Company to the fullest extent permitted by the Company’s by-laws, as
amended from time to time, and Delaware law.


 


3.             Final Payments and Severance Pay.    The
Company will make the following payments in connection with your separation
from employment and, subject to your execution of this Agreement, the severance
payment and advance payment for consulting services described below:


 


                (a)           $21,750 (subject to statutory
deductions and withholdings), which you acknowledge is the value of your accrued
but unpaid wages and your accrued but unused vacation through the Termination
Date, and which you acknowledge was paid to you on the Termination Date;


 


                (b)           reimbursement of your expenses in the
aggregate amount of $47,636.11, payable to you immediately upon the execution
of this Agreement;


 


                (c)           severance amount equal to $10,000
(the “Severance”), payable to you as soon as the Administaff payroll
system permits and upon the execution of this Agreement; and


 


 


 

















 


(d)           a gross payment of $20,000
payable to you immediately upon the execution of this Agreement, which
represents an advance payment for up to 100 hours of your post-employment
consulting work as further described in Section 6.  For all consulting hours worked in excess of
100 hours, the Company will pay you at the rate of $200 per hour.


 


You also acknowledge that you will be given notice under separate cover
of your right to elect to receive, at your own expense, continuation coverage
in the Company’s group health care plans pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended (“COBRA”).


 


You agree that the
arrangements set forth in this Paragraph 3 shall be in full and complete
satisfaction of any and all sums which are now or might hereafter have become
due and owing to you for services rendered by you during your term of employment
with the Company or otherwise in respect of your membership on the Company’s
Board of Directors, including without limitation, all wages at any time due and
owing, expenses, vacation time, sick time, paid time off, paid leaves of
absence, severance, bonus, retirement plans, pension plans or deferred
compensation plans.


 


4.             Return of Company Materials.  You will, at the Company’s request, promptly
return to the Company all equipment and property (in any form, media,
electronic format or otherwise) provided by the Company to you in connection
with the performance of your duties as an employee, officer and/or director of
the Company. Notwithstanding the foregoing, the Company agrees that you may
retain such information as may be necessary for you to perform your duties as a
consultant pursuant to Section 6 of this Agreement and, further, that you may continue
to use the laptop computer that was provided to you during your employment with
the Company until the earlier to occur of (i) the end of the consulting period,
or (ii) the conclusion of the lease period of the laptop.


 


                5.             Continuation of Certain
Agreements.  You acknowledge and
agree that the Arbitration Agreement between yourself and the Company attached
hereto as Exhibit A and the Proprietary
Information and Inventions Agreement between yourself and the Company attached
hereto as Exhibit B each remain in full
force and effect in accordance with their terms and are hereby incorporated by
reference into this Agreement and are made a part hereof.  You agree to comply with each such agreement
and understand that a breach of any of your obligations under such agreements shall
be considered a material breach of this Agreement.


 


                6.             Consulting Services.  The Company hereby agrees to retain you, and
you hereby agree to perform for the Company, certain consulting services as
reasonably requested by the Company from time to time, including, without
limitation, answering informational questions the Company may have about its
business, records, past transactions and other matters, assisting the Company
to transfer business knowledge and to transition to other persons the tasks for
which you have been responsible during your employment with the Company, and advising
the Company with respect to all matters arising during, or related to, your
employment, including but not limited to matters in connection with any patent
prosecution, litigation or similar process, governmental investigation,
litigation or regulatory or other proceeding which may arise following the date
of this Agreement (the “Consulting Services”).   The
Consulting Services shall be performed at times and locations that are mutually
acceptable to you and the Company.  Subject
to your execution of this Agreement, the Company shall pay you a gross lump sum
payment of $20,000 as an advance for the first 100 hours of Consulting
Services.  After you have


 


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performed 100 hours of consulting services,
the Company shall pay you at the rate of $200 per hour for each hour of
Consulting Services requested in advance by the Company.  You agree to submit invoices to the Company
on a semi-monthly basis.  The Company
agrees to pay all invoices on the first regularly scheduled payroll immediately
following the Company’s receipt of your invoice.  The Company agrees that if it fails to timely
pay any invoice, the amount due for each such invoice shall accrued interest at
the rate of eight percent (8%) on an annual basis.  Following the completion of the first 100
hours of Consulting Services, the consulting arrangement may be terminated by
either party upon ten (10) days prior written notice.  You acknowledge and agree that any breach of
your obligations to provide the first 100 hours of Consulting Services under
this Paragraph 6 shall be considered a material breach of this Agreement


 


                7.             Release.  In consideration of the foregoing provisions
in this Agreement, you hereby irrevocably and forever fully release, discharge
and acquit the Company and Administaff Companies II, L.P. (“Administaff”)
and all of their respective officers, directors, shareholders, general
partners, agents, employees, servants, investors, attorneys, legal
representatives, lenders, underwriters, insurers, predecessor and successor
companies, assigns and all persons, natural or corporate, in privity with it or
any of them (collectively, the “Released
Parties”) from any and all claims, demands, actions, causes of action,
damages, costs, suits, proceedings, obligations, debts, losses, sums of money,
accounts, bills, reckonings, covenants, contracts, liabilities, and controversies
of any kind whatsoever, known or unknown, present or future, suspected or
unsuspected, at law or in equity, which you may now have or hold, or may have
had, or held at any time, that relate or arise from your employment with the
Company, including, but not limited to, (a) any claims arising out of your
employment, including without limitation, claims based upon race, national
origin, gender, age, sexual orientation or handicap discrimination; or (b) any
alleged violation of: the Age Discrimination in
Employment Act of 1967; the National Labor Relations Act, as amended; Title VII
of the Civil Rights Act of 1964, as amended; the Civil Rights Act of 1991;
Sections 1981 through 1988 of Title 42 of the United States Code, as amended;
the Employee Retirement Income Security Act of 1974, as amended; the Fair Labor
Standards Act, as amended; the Americans With Disabilities Act; any
other federal, state or local civil or human rights law; any other local, state
or federal law, regulation or ordinance; or any public policy, contract, tort,
or common law (collectively, the “Released Claims”).  Notwithstanding the foregoing, this Paragraph
7 shall not release the Company from (i) the Company’s obligations and
agreements set forth in this Agreement, (ii) its obligations under the Amended
and Restated Securityholder Debt and Equity Conversion and Exchange Agreement,
dated February 9, 2006 (the “Exchange  Agreement”), (iii) the
Company’s obligations under the Contingent Note which may be issued by the
Company to you pursuant to the Exchange Agreement, a copy of which is attached
hereto as Exhibit C (“Contingent Note”) or (iv) the Company’s obligations to indemnify you
in accordance with the Company’s bylaws for acts arising prior to the date
hereof.  The Company acknowledges that you
shall remain a holder of certain of the Company’s common stock, debt and
warrants (subject to the Exchange Agreement) and that nothing in this release
shall limit your rights and interests in connection with such securities, debts
or warrants or release the Company with respect to its obligations in respect
thereof.


You
acknowledge that this Release is made for the benefit of all of the Released
Parties, and that any Released Party shall have the right and benefit to
enforce its rights under this Release against you.


                Furthermore,
you agree that you will not sue the Company, Administaff or any of the 


 


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other Released Parties regarding any matter
released in the foregoing Release. You further represent and warrant that (i) you
are the only person who is entitled to assert any of the Released Claims;
(ii)  you have not assigned to any person
any of your rights to any of the Released Claims; and (iii) you have right to
enter into this Agreement and to the Release contemplated hereby.


You
acknowledge and agree that any attempt to circumvent your release or failure to
perform your other obligations under this Paragraph 7 shall be considered a
material breach of this Agreement.


 


8.             Confidentiality; Mutual Non-Disparagement.


 


                (a)           The terms and conditions of this Agreement, and the actions
contemplated hereby, shall be confidential and shall not be disclosed by either
party to any third person, except in the Company’s case, (i) as required in
connection with the planned registration of an offering of securities of the
Company or (ii) pursuant to a written confidentiality agreement with such third
person.


 


                (b)           The Company agrees that the Released Parties will not,
directly or indirectly, disparage you or do or say anything that will otherwise
harm your personal or professional reputation. 
You agree that you will continue to use your best efforts to support and
promote the interests and reputation of the Company in the community, that you
will not, directly or indirectly, disparage the Company or any of the people,
products or organizations associated with the Company, including without
limitation, its employees, directors, representatives,  legal representatives, advisors, consultants,
shareholders, investors or underwriters, and that you will not, directly or
indirectly, otherwise do or say anything to intentionally disrupt the morale of
the employees of the Company or otherwise harm the Company’s business or
reputation.  Nothing herein shall
preclude you or the Company, however, from responding truthfully as required by
lawful process, summons or subpoena or otherwise as required by law.  You acknowledge and agree that any breach of either
Party’s obligations under this Paragraph 8 shall be considered a material
breach of this Agreement.


 


9.             Miscellaneous.


 


                                (a)           You represent and acknowledge that:
(i) you have adequate information regarding all matters encompassed by this Agreement
to make an informed and knowledgeable decision regarding the decision to enter
into this Agreement; (ii) you have had the opportunity to obtain advice of
your own counsel to review and evaluate the terms of this Agreement and the
arrangements set forth herein, and (ii) you have not relied upon the advice of
the Company or any of its directors, officers, advisors, shareholders or legal
representatives in connection with this Agreement.  Accordingly, this Agreement shall be
considered to be jointly drafted by both parties hereto and shall not be
construed against either party.


 


                                (b)           Each party agrees to execute all documents and take all
such further action as may be necessary to evidence and effect this Agreement
and any other documents referenced herein.


 


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                                (c)           This Agreement constitutes the
parties’ entire agreement with respect to the matters covered herein.  All prior and contemporaneous conversations,
negotiations, proposals, representations, covenants, and warranties with
respect to the subject matter of this Agreement, whether oral or written, are
merged herein and superseded by this Agreement. 
Neither party is relying on any statement, representation or
understanding not contained herein.  This
Agreement may be amended only by a written instrument which is signed by both parties
hereto and which specifically states that it is an amendment to this Agreement.  No waiver of any right hereunder shall be
valid unless in a writing signed by the waiving party.  No failure or other delay by any party
exercising any right, power, or privilege hereunder shall be or operate as a
waiver thereof, nor shall any single or partial exercise thereof preclude any
other or further exercise thereof or the exercise of any other right, power, or
privilege.


                                (d)           This Agreement shall be construed in
accordance with the laws of the Commonwealth of Massachusetts, without regard
to choice of law provisions.  Any claims
or legal actions by one party against the other arising out of the relationship
between the parties contemplated herein (whether or not arising under this
Agreement) shall be commenced and maintained in any state or federal court
located in Suffolk County in the Commonwealth of Massachusetts, and both
parties hereby submit to the exclusive jurisdiction and venue of any such
court.


                                (e)           This Agreement may be executed by the parties in
counterparts (and may be executed by facsimile), each of which shall be deemed
an original, but all of which together shall constitute one and the same
instrument.  Signatures transmitted by
fax or email (via .pdf or similar format) shall constitute original signatures
for the purposes of this Agreement.


 


 


If the terms of this
Agreement are acceptable to you, please countersign this Agreement below where
indicated and return it to the Company, to the attention of Gary Florindo,
Chief Executive Officer.


 


 


	
   

  	
   

  	
   

  	
   

  	
  LIGHTSPACE
  CORPORATION

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Gary Florindo

  
	
   

  	
   

  	
   

  	
   

  	
  Name:
  Gary Florindo

  
	
   

  	
   

  	
   

  	
   

  	
  Title:   CEO

  



 


ACCEPTED AND AGREED:


/s/ Andrew Kennedy Lang                 

Andrew Kennedy Lang


Date: 4-21-06


 


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EXHIBIT A


ARBITRATION AGREEMENT


 


6

















 


 


EXHIBIT B


PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT


 


 


 


7

















 


 


 


EXHIBIT
C


 


CONTINGENT
NOTE


 


 


 


 


8