Executive Separation Agreement



 Exhibit 10.3.16 
 SYNIVERSE TECHNOLOGIES, INC. 
 EXECUTIVE SEPARATION AGREEMENT 
 THIS EXECUTIVE SEPARATION AGREEMENT (the “Agreement”) is entered into as of 5-27-08, by and among Rob Garcia
(“Garcia”), Syniverse Technologies, Inc., a Delaware corporation (“Employer”) and Syniverse Holdings, Inc., a Delaware corporation (the “Company”). Garcia, Employer, and the Company are sometimes
collectively referred to herein as the “Parties” and individually as a “Party.” 
 Garcia, Employer and the
Company are parties to that certain Senior Management Agreement, dated as of February 14, 2002 (the “Senior Management Agreement”), as amended February 9, 2005. Effective as of July 31, 2008 (the “Separation
Date”), Garcia will resign from his position as Secretary and General Counsel of the Employer, as well as from all other offices and positions of the Company, Employer, and their subsidiaries. The Parties now wish to enter into this
Agreement regarding the terms of Garcia’s separation from Employer and its subsidiaries. Any capitalized term not otherwise defined herein has the meaning set forth in the Senior Management Agreement, unless otherwise indicated herein.

 In consideration of the foregoing and the mutual covenants, representations, warranties and agreements set forth herein, the Parties agree
as follows: 
 1. Separation from the Company. Effective as of the Separation Date, Garcia will cease to be employed by Employer and
its subsidiaries as a result of his resignation, without Good Reason, from his position as Employer’s Secretary and General Counsel as well as from all other offices and positions of the Company, Employer, and their subsidiaries. At such time,
Garcia will no longer be required to fulfill any of the duties or responsibilities associated with any of these positions or offices and all authority of Garcia related to such positions and offices is hereby expressly revoked, effective as of the
Separation Date. 
 2. Consulting Period. 
 (a) Employer hereby engages Garcia as an independent contractor, and not as an employee, to render consulting services to Employer and its subsidiaries as hereinafter provided, and Garcia hereby accepts such
engagement, for a period of twelve months following the Separation Date (the “Consulting Period”). Garcia shall not have any authority to bind or act on behalf of Employer or its subsidiaries. During the first six months of the
Consulting Period, Garcia shall render such consulting services to Employer and its subsidiaries as Employer from time to time requests, for a period of not more than ten hours per week. Thereafter, during the remainder of the Consulting Period,
Garcia shall render such consulting services to Employer and its subsidiaries as may be mutually agreed to by the parties. Garcia agrees to provide such consulting services in good faith and to the best of his ability. 







 (b) Employer shall pay to Garcia for the services provided during the Consulting Period an amount equal
to his Annual Base Salary in effect as of the end of the Employment Period, which in accordance with Employer’s normal payroll practices. 
 (c) Garcia shall be reimbursed for reasonable out-of-pocket expenses incurred in connection with any such consulting services requested by Employer, in accordance with Employer’s policies relating to reimbursement of expenses and with
reasonable supporting documentation. 
 (d) Employer shall provide Garcia with administrative and secretarial support at Employer’s
executive offices in Tampa, Florida for up to five hours per week during the Consulting Period. 
 (e) Garcia shall have the right to retain
his blackberry, mobile telephone number and personal computer after the Separation Date, but Employer may remove, erase, overwrite or otherwise eliminate any and all data, information, and software from such blackberry and/or computer before
releasing such blackberry and/or computer to Garcia. If Garcia learns that such blackberry and/or computer contains any proprietary or confidential information of Employer or any software licensed to Employer and not to Garcia, Garcia shall
immediately remove such information and/or software from such blackberry and/or computer. 
 (f) To the extent not provided for in the Senior
Management Agreement, and without limiting any terms of the Senior Management Agreement, all inventions, innovations, improvements, developments, methods, processes, programs, designs, analyses, drawings, reports, and all similar or related
information (whether or not patentable) that relate to the Company’s, Employer’s or any of their respective subsidiaries’ or affiliates’ actual or anticipated business, research and development, or existing or future products or
services and that are conceived, developed, contributed to, made, or reduced to practice by Garcia (either solely or jointly with others) as part of the consulting services referred to in this Section 2 shall be considered Work Product
under the Senior Management Agreement. 
 3. COBRA. On or after the Separation Date, Garcia may choose to participate in medical,
dental and vision benefit coverage (at the executive level) in accordance with Section 4980B of the Internal Revenue Code. Garcia’s participation in such benefits will be subject to the normal eligibility requirements of such benefit
programs. Employer shall reimburse the costs incurred during the Consulting Period for such benefit programs, in accordance with Employer’s policies relating such reimbursement. Garcia shall be responsible for the costs incurred after the
Consulting Period for such programs. Except as otherwise provided herein or required by applicable law, Garcia is not entitled to any other compensation or benefits from the Company, Employer, or any of their subsidiaries. 
 4. Unused Vacation Days and Bonus Payment. 
 (a) Employer shall pay to Garcia the cash value of any vacation days and paid time-off accrued but unused by Garcia as of the Separation Date, according to Employer’s vacation pay policy and paid time-off policy, respectively.

  

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 (b) Garcia shall be eligible to receive a bonus payment for the current fiscal year, in accordance with
the terms of the Senior Management Agreement and only if Employer in its discretion pays bonuses for the current fiscal year, which bonus payment shall be paid on a pro rata basis based upon the portion of the year that elapsed from January 1,
2008 up to the Separation Date. 
 5. Stock Option Award. 
 (a) Garcia and the Company are parties to that certain Non-Qualified Stock Option Award Agreement, dated as of April 25, 2007 (the “2007
Stock Option Award”), and that certain Non-Qualified Stock Option Award Agreement, dated as of April 25, 2008 (the “2008 Stock Option Award”) (collectively, the Stock Option Awards). Any capitalized term in this
Section 5 not otherwise defined herein has the meaning set forth in the Stock Option Awards. 
 (b) Pursuant to the Stock Option
Awards, the Company granted Garcia an Option to acquire 10,000 Option Shares pursuant to the Syniverse Holdings, Inc. 2006 Long-Term Equity Incentive Plan (the “Plan”). With respect to these Option Shares: 
 (i) For the Option Shares that have vested as of the Separation Date the Option to acquire these shares shall expire sic (6) months
from the Separation Date, notwithstanding the special expiration rules set forth in the Plan; and 
 (ii) All other Option
Shares will expire according to the terms of the Stock Option Awards and the Plan 
 (c) All other terms of the Stock Option Awards shall
remain in effect after the Separation Date. 
 6. Restricted Stock Grant. 
 (a) Garcia and the Company are parties to that certain Restricted Stock Grant Agreement, dated as of June 6, 2006 and that First Amendment To
Restricted Stock Grant Agreement, dated as of August 15, 2006 (together, the “Restricted Stock Grant”). Any capitalized term in this Section 6 not otherwise defined herein has the meaning set forth in the Restricted
Stock Grant. 
 (b) Pursuant to the Restricted Stock Grant, the Company granted Garcia 25,000 Restricted Shares pursuant to the Plan. With
respect to these Restricted Shares: 
 (i) The Restricted Shares that have vested as of the Separation Date shall continue to
be governed in accordance with the terms of the Restricted Stock Grant; and 
 (ii) All other Restricted Shares (the
“Remaining Restricted Shares”) will: 
 (A) Cease to vest pursuant to the terms of the Restricted Stock Grant and
the Plan; and 
  

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 (B) Be forfeited according to the terms of the Restricted Stock Grant and the Plan on
the first anniversary of the Separation Date, provided that if a Sale of the Company (as defined in the Senior Management Agreement) occurs prior to the first anniversary of the Separation Date, the Remaining Restricted Shares shall vest if and to
the extent that they would have vested for other similarly situated employees if Garcia had remained an employee of Employer through the date of such Sale of the Company. Any Remaining Restricted Shares that do not vest in connection with such Sale
of the Company shall be forfeited. 
 (c) All other terms of the Restricted Stock Grant shall remain in effect after the Separation Date.

 7. Bonus Upon Sale 
 (a) If a Sale of the Company occurs within one year after the Separation Date, and in connection with such Sale of the Company, the Company accelerates the vesting of some or all of its options outstanding under the Plan
(“Accelerated Vesting”), then on the date of such Sale of the Company, Garcia shall be eligible to receive a bonus (“Bonus Upon Sale”), determined as follows: 
 (i) The Bonus Upon Sale shall equal (x) the result of the price paid per share in the Sale of the Company minus the exercise price
per option share multiplied by (y) the number of remaining unvested Option Shares (as defined in the Stock Option Award) that would have vested under the Accelerated Vesting for similarly situated employees had Garcia remained an employee of
Employer through the date of such Sale of the Company. 
 (ii) The Bonus Upon Sale shall be payable in the same form of
consideration paid to the Company’s stockholders in the Sale of the Company. 
 (iii) Payment of the Bonus Upon Sale
shall be subject to the same conditions that are established by the Company in the Accelerated Vesting. For example, if payment of consideration with respect to any options is deferred, payment of the Bonus Upon Sale shall be similarly deferred.

 (iv) Notwithstanding the foregoing, no portion of the Bonus Upon Sale shall be payable until six months and one day after
the Separation Date. 
 8. Continuing Effectiveness of Terms of Senior Management Agreement. As provided for in the Senior Management
Agreement, the Senior Management Agreement (except for the provisions of Sections 6(a), (b) and (c) of the Senior Management Agreement) shall remain in full force and effect after the Separation Date. 
 9. Nondisparagement. Garcia shall not defame, disparage, make any derogatory or negative public statements about, or take any action or make any
statement which may adversely affect or disparage the reputation, business or goodwill of Employer, the Company, any of their subsidiaries, or their past and present investors, officers or employees. Employer and the 

  

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Company shall not defame, disparage, make any derogatory or negative public statements about, or take any action or make any statement which may adversely
affect or disparage the reputation of Garcia. 
 10. Release. 
 (a) Except as otherwise provided in Section 11 herein, Garcia (for himself, heirs, executors, administrators, successors and assigns) hereby
releases and forever discharges Employer, the Company, their subsidiaries, predecessors, successors, assignees, affiliates, past and future investors, owners, officers, directors, partners, members, shareholders, employees, agents and attorneys
(collectively, the “Released Entities”), jointly and individually, from liability on or for any and all charges, claims, controversies, actions, causes of action, cross-claims, counterclaims, demands, debts, duties, sanctions,
fines, compensatory damages, liquidated damages, punitive or exemplary damages, other damages, claims for costs, attorney’s fees, sums of money, suits, contracts, covenants, controversies, agreements, promises, responsibilities, obligations and
accounts of any nature whatsoever in law or in equity, direct or indirect, both past and present and whether or not now or heretofore known, suspected or claimed or whether asserted or unasserted (collectively, “Claims”) against the
Released Entities including, but not limited to, claims arising out of the employee/employer relationship, claims under the Americans with Disabilities Act of 1990 (42 U.S.C. Section 12101 et seq.), Title VII of the Civil Rights Act of
1964 (42 U.S.C. Section 2000 et seq.), the Consolidated Omnibus Budget Reconciliation Act of 1985 (29 U.S.C. Section 1161 et seq.) the Age Discrimination in Employment Act (29 U.S.C. Section 626 et seq.), the
Family and Medical Leave Act (29 U.S.C. Section 2601 et seq.), and the Employee Retirement and Income Security Act (29 U.S.C. Section 1001 et seq.), claims under federal, state and local constitutions, statutes, ordinances,
human rights laws, and common laws, and claims for breach of contract, discrimination, wrongful discharge, tortious interference with contract, intentional and negligent infliction of emotional distress under any other statutory or common law
theories (in its entirety, the “Release”). Garcia, Employer, and the Company agree that the Release shall be construed as broadly and generally as the law permits. 
 (b) Garcia agrees that he is waiving all rights to sue or obtain equitable, remedial or punitive relief from all or any Released Entities of any kind
whatsoever, including, without limitation, reinstatement, back pay, front pay, attorneys’ fees and any form of injunctive relief. Notwithstanding the above, Garcia further acknowledges that he is not waiving and is not being required to waive
any right that cannot be waived under law, including the right to file an administrative charge or participate in an administrative investigation or proceeding; provided, however, that Garcia disclaims and waives any right to share or participate in
any monetary award resulting from the prosecution of such charge or investigation or proceeding. 
 (c) In signing this Agreement, Garcia
acknowledges that he intends that this Release shall be effective as a bar to each and every one of the Claims hereinabove mentioned or implied. Garcia expressly consents that this Release shall be given full force and effect according to each and
all of its express terms and provisions, including those relating to unknown and unsuspected Claims (notwithstanding any state statute that expressly limits the effectiveness of a general release of unknown, unsuspected and unanticipated Claims), if
any, as well as those relating to any other Released Claims hereinabove mentioned or implied. Garcia 

  

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acknowledges and agrees that this waiver is an essential and material term of this Release and without such waiver Employer and the Company would not have
agreed to make the payments described in Section 2, Section 3 and Section 4 above, and would not have agreed to the Bonus Upon Sale described in Section 7 above. Garcia further agrees that in the event
he brings his own Claim in which he seeks damages against Employer or the Company, or in the event he seeks to recover against Employer or the Company in any Claim brought by a governmental agency on his behalf, this Release shall serve as a
complete defense to such Claim to the maximum extent permitted by law. 
 11. Indemnification. Employer shall indemnify Garcia in
accordance with and to the extent covered by Employer’s corporate charter, by-laws and Directors and Officers insurance policy. 
 12.
Notices. Any notice provided for in this Agreement must be in writing and must be either personally delivered, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges
prepaid) to the recipient at the address below indicated: 
 If to Employer: 
 Syniverse Technologies, Inc. 
 8125
Highwoods Palm Way 
 Tampa, FL 33647 
 Attention:        Leigh Hennen 
 If to the Company: 
 Syniverse Holdings, Inc. 
 8125 Highwoods
Palm Way 
 Tampa, FL 33647 
 Attention:        Leigh Hennen 
 If to Garcia: 
 or such other address or to the attention of such other person as the recipient party shall have specified by prior written notice to the sending party.
Any notice under this Agreement will be deemed to have been given when so delivered or sent or, if mailed, five days after deposit in the U.S. mail. 
  

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 13. General Provisions. 
 (a) Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other
provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 
 (b) Complete Agreement. This Agreement, the Senior Management Agreement, the Stock Option Awards and the Restricted Stock Grant embody the
complete agreement and understanding among the parties with respect to the subject matter hereof and supersede and preempt any prior understandings, agreements or representations by or among the parties, written or oral, which may have related to
the subject matter hereof in any way. 
 (c) Counterparts. This Agreement may be executed in separate counterparts, each of which is
deemed to be an original and all of which taken together constitute one and the same agreement. 
 (d) Successors and Assigns. Except
as otherwise provided herein, this Agreement shall bind and inure to the benefit of and be enforceable by Garcia, Employer, the Company and their respective successors and assigns provided that the rights and obligations of Garcia under this
Agreement shall not be assignable. 
 (e) Choice of Law. All questions concerning the construction, validity and interpretation of
this Agreement and the exhibits hereto will be governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Delaware. 
 (f)
Remedies. Each of the parties to this Agreement will be entitled to enforce its rights under this Agreement specifically, to recover damages and costs (including attorney’s fees) caused by any breach of any provision of this Agreement
and to exercise all other rights existing in its favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that any party may in its sole discretion apply
to any court of law or equity of competent jurisdiction (without posting any bond or deposit) for specific performance and/or other injunctive relief in order to enforce or prevent any violations of the provisions of this Agreement. 
 (g) Amendment and Waiver. The provisions of this Agreement may be amended and waived only with the prior written consent of Employer, the Company
and Garcia. 
 (h) Business Days. If any time period for giving notice or taking action hereunder expires on a day which is a
Saturday, Sunday or holiday in the state in which the Company’s chief executive office is located, the time period shall be automatically extended to the business day immediately following such Saturday, Sunday or holiday. 
  

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 14. Acknowledgement. 
 (a) Garcia acknowledges that he has carefully read and fully understands each of the provisions of this Agreement, that he has had the opportunity to have an attorney explain the terms of this Agreement, that he signs
this Agreement knowingly and voluntarily as his own free act and deed, that the consideration described herein is in addition to that to which he is already entitled, that the consideration is adequate and satisfactory to him and that this Agreement
was freely entered into without fraud, duress or coercion and with full knowledge of its significance, effects and consequences. Garcia confirms that he has had at least twenty-one (21) days to consider whether or not to sign this letter, it
first having been presented to him on April 7, 2008. 
 (b) Garcia acknowledges that he understands that he may revoke his assent to
this Agreement if he does so within seven days of executing it and that this letter agreement is not effective until such seven day period has expired. 
 *    *    *    * 
  

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 IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the date first above written.

  

			
	SYNIVERSE TECHNOLOGIES, INC.
		
	By:	 	 /s/ Tony G. Holcombe

	Name:	 	 Tony G. Holcombe

	Title:	 	 Chief Executive Officer

	
	SYNIVERSE HOLDINGS, INC.
		
	By:	 	 /s/ Tony G. Holcombe

	Name:	 	 Tony G. Holcombe

	Title:	 	 Chief Executive Officer

	
	 /s/ Robert F. Garcia, Jr.

	Rob Garcia