WWW.EXFILE.COM, INC. -- 14418 -- AMERICAN POWER CONVERSION CORP. -- EXHIBIT 10.1 TO FORM 8-K


    EXHIBIT
      10.1

    


    


    March
      23,
      2006

    


    Paul
      Thomas Goldman III

    18301
      Angel Valley Drive

    Leander,
      TX 78641

    


    Dear
      Tom:

    


    This
      will
      confirm that your employment with American Power Conversion Corporation and
      its
      subsidiaries (collectively “APC” or the “Company”) has been terminated,
      effective as of March 24, 2006
      (the
“Termination Date”). As of the Termination Date, your salary has ceased, and any
      entitlement you had or might have had under an APC-provided benefit plan,
      program or practice terminates, except as otherwise required by federal or
      state
      law. This letter agreement (“Agreement”) spells out the terms of your separation
      from employment with APC.

    


    1. In
      consideration for your execution of this Agreement, including specifically
      the
      release provisions in Section 3, APC agrees to the following:

    


    (a) You
      will
      be paid an aggregate of $137,500 in severance pay, minus any applicable federal,
      state and/or local taxes, deductions and withholdings, and any other agreed-upon
      deductions, in accordance with APC’s normal payroll practices, in ten (10) equal
      bi-weekly installments commencing in the pay period following APC’s receipt of
      this Agreement signed by you.

    


    (b)  You
      have
      the right under federal legislation, commonly referred to as “COBRA”, to
      continue participation in APC’s group health insurance plans (medical, dental)
      at your expense for a period of up to 18 months after termination of employment
      with APC, subject to limitations on that right imposed by COBRA. Although not
      obligated to do so, APC will pay your health insurance premiums for the five
      (5)
      months that follow the month in which the Termination Date falls or until you
      are eligible for other health insurance coverage by virtue of becoming employed
      by another employer, whichever comes first, provided that you agree to notify
      the Vice President-Human Resources of APC in writing within two (2) business
      days following your acceptance of any such employment. At the conclusion of
      the
      5-month period, you will be permitted to continue participation in the group
      health insurance plans by payment of the entire appropriate monthly premium
      for
      the remainder of the 18-month COBRA period (subject to the limitations on that
      right imposed by COBRA). You understand that, in accordance with COBRA, APC’s
      obligations under this paragraph may terminate in any event if you are not
      eligible or become covered by another health insurance plan prior to the end
      of
      the 18-month period following your termination of employment. Documents relating
      to your COBRA rights will be provided separately.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    2.
        You
      understand and agree that the payments and benefits offered to you in Section
      1
      of this Agreement are in addition to any payments or benefits to which you
      are
      otherwise entitled because of your employment with the Company.

    


    3.
      (a) In exchange for the amounts described in Section 1 of this Agreement, and
      other good and valuable consideration, you knowingly and voluntarily agree
      that
      you, your representatives, agents, estate, heirs, successors and assigns
      absolutely and unconditionally release, indemnify, hold harmless and forever
      discharge the Company and its parent, subsidiaries, divisions, affiliates,
      successors and/or assigns and their respective current and/or former officers,
      directors, shareholders, agents, and employees, both individually and in their
      official capacities (collectively referred to throughout this Agreement as
      the
“Releasees”), of and from any and all actions, causes of action, suits, claims,
      complaints, liabilities, agreements, promises, contracts, torts, damages,
      controversies, judgments, rights and demands, whether existing or contingent,
      known or unknown, which you have or may have against the Releasees, including,
      but not limited to: (i) any and all claims arising out of or in connection
      with
      your employment, change in employment, resignation or termination; (ii) any
      and
      all claims based on any federal, state or local law, constitution or regulation
      dealing with employment, employment discrimination, retaliation and/or
      employment benefits such as those laws or regulations concerning discrimination
      on the basis of race, color, creed, religion, age, sex, sex harassment, sexual
      orientation, marital status, national origin, ancestry, handicap or disability,
      family or medical leave, veteran status or any military service or application
      for military service; (iii) any and all claims based on any alleged public
      policy, contract (whether oral or written, express or implied), tort, or any
      other statutory or common law claim of any nature whatsoever; and/or (iv) any
      allegation for costs, fees, or other expenses including attorneys’ fees incurred
      in these matters. This provision is intended by you to be all-encompassing
      and
      to act as a full and total release of any and all claims, whether specifically
      enumerated herein or not, that you and your representatives, agents, estate,
      heirs, successors and assigns have, may have or have had against the Releasees
      from the beginning of the world to the date of your execution of this Agreement.
      

    


    (b) You
      not only release and discharge the Releasees from any and all claims as stated
      above that you could make on your own behalf or on behalf of others, but you
      also specifically waive any right to recover any award(s) as a member of any
      class in a case in which any claim(s) against the Releasees are made, including,
      without limitation, claims involving any matters arising out of your employment
      with, change in employment status with, or resignation/termination from
      employment with APC.

    


    (c)
      The amounts set forth above in Section 1 shall be complete and unconditional
      payment, settlement, accord and/or satisfaction with respect to all obligations
      and liabilities of Releasees to you, including, without limitation, all claims
      for wages, salary, draws, incentive pay, bonuses, stock and stock options,
      

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    restricted
      stock or restricted stock units, commissions, severance pay, any and all other
      forms of compensation or benefits, attorney’s fees, or other costs or sums,
      provided that you are not releasing any rights you may have, under the terms
      of
      the Agreement
      and Plan of Merger (the “Merger Agreement”) dated October 3, 2005, by and among
      American Power Conversion Corporation, NB Acquisition Corporation and NetBotz,
      Inc., to the Escrow Amount (as that term is defined in the Merger
      Agreement).

     

    (d) Waiver
      of Rights and Claims Under the Age Discrimination and Employment Act of
      1967.
      Since you are 40 years of age or older, you have been informed that you have
      or
      might have specific rights and/or claims under the Age Discrimination in
      Employment Act of 1967 (ADEA) and you agree that:

     

    (i) In
      consideration for the amounts described in Section 1 hereof, which you are
      not
      otherwise entitled to receive, you specifically waive such rights and/or claims
      under ADEA that you might have against the Releasees to the extent that such
      rights and/or claims arose prior to or on the date this Agreement was
      executed;

     

    (ii) You
      understand that rights or claims under the ADEA which may arise after the date
      this Agreement is executed are not waived by you;

     

    (iii) You
      are advised to consider the terms of this Agreement carefully and to consult
      with your counsel or any other person of your choosing prior to executing this
      Agreement and you have not been subject to any undue or improper influence
      interfering with the exercise of your free will in deciding whether to execute
      this Agreement;

     

    (iv) You
      have been informed that you have up to 21 days within which to consider the
      terms of this Agreement; 

     

    (v) You
      have carefully read and fully understand all of the provisions of this
      Agreement, and you knowingly and voluntarily agree to all of the terms set
      forth
      in this Agreement; 

     

    (vi) In
      entering into this Agreement you are not relying on any representation, promise
      or inducement made by the Releasees or their attorneys with the exception of
      those promises described in this document;
      and 

     

    (vii) The
      21-day review period will not be affected or extended by any revisions which
      might be made to this Agreement.

     

    4.
      By
      signing this Agreement, you understand and agree: (a) that this Agreement sets
      forth the entire agreement between you and APC and supersedes all other
      agreements, representations, and or understandings, whether oral or written,
      with respect to the subject matter herein; (b) that nothing in this Agreement
      is
      intended to mean that APC has engaged in any wrongdoing or unlawful conduct;
      (c)
      that you will not disclose the existence or the contents of this Agreement
      to
      anyone but your attorney, advisor, spouse, or significant other, provided that
      nothing in this Agreement shall bar you from 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    providing
      truthful testimony in any legal proceeding or cooperating with any governmental
      agency, however, you understand and agree that APC may publicly disclose your
      resignation and the existence of this Agreement and/or its contents; (d) that
      you will continue to be bound by your obligations under the Non-Disclosure,
      Non-Competition, Non-Solicitation and Developments Agreement between you and
      APC
      dated as of September 30, 2005, which shall remain in full force and effect
      in
      accordance with its terms; (e) that this Agreement can be modified only in
      a
      written agreement signed by you and APC; and (f) that this Agreement shall
      be
      interpreted pursuant to its fair meaning and shall not be strictly construed
      for
      or against either party. 

    


    5.
      In
      addition to the above, and in consideration of the amounts described in Section
      1 of this Agreement, by signing this Agreement you agree not to make
      disparaging, critical or otherwise detrimental comments, in any form, forum
      or
      media, to any person or entity concerning APC and its officers, directors,
      shareholders, trustees, or employees, concerning the services or programs
      provided or to be provided by APC, concerning the business affairs or the
      financial condition of APC, or concerning the circumstances surrounding your
      employment with and/or separation from APC. 

     

    6. You
      understand that, whether or not you sign this Agreement, you must immediately
      return to APC all property of APC in your possession or control, including,
      but
      not limited to, company records, files, laptop computers, cellular telephones,
      credit cards, keys and security badges.

    


    7. You
      confirm that no charge, complaint or action filed by you or on your behalf
      against the Releasees exists in any forum or form.

    


    8. In
      connection with the termination of your employment with APC, you confirm that
      such termination includes your termination as Vice President, World Wide Sales,
      of APC, as well as termination as an officer and/or director of any subsidiary
      or affiliate of APC.

    


    9.
      In
      addition to the above, and in consideration of the amounts described in Section
      1 of this Agreement, by signing this Agreement you agree, for a period of one
      (1) year from the date of this agreement, to cooperate with the Company and
      provide reasonable assistance with respect to the defense of any actions, causes
      of action, suits, claims, charges and complaints made against the Company prior
      to or following the Termination Date in which you are involved, have knowledge,
      or may be deposed or called to serve as a witness. The Company agrees to
      reimburse you for any reasonable expenses incurred by you in complying with
      this
      Section 9. You understand and agree that in the event you fail to comply with
      this Section 9 you will not be entitled to receive any further payments under
      Section 1 of this Agreement.

    


    10. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Rhode Island, without regard to its conflict of laws provision. Should
      any provision of the Agreement be declared unenforceable by any court of
      competent jurisdiction and cannot be modified to be enforceable, excluding
      the
      general release language contained in Section 3, such provision shall
      immediately become null and void, 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    leaving
      the remainder of this Agreement in full force and effect. This Agreement cannot
      be assigned by you and shall inure to the benefit of APC’s successors and
      assigns. 

    


      11.
      If this Agreement correctly states the understanding we have reached, please
      indicate your acceptance by countersigning the enclosed copy and returning
      it to
      the Human Resources Department within
      twenty-one (21) days.

    


    If
      you do sign this Agreement, it will not take effect with respect to any claim
      under ADEA until seven (7) days have passed after you sign it. We will not
      be
      able to provide you with the severance pay or benefits that we have offered
      you
      until the seven-day revocation period has expired. During those seven (7) days
      you will have the right to revoke this Agreement with respect to any claim
      under
      ADEA. If you decide to so revoke this Agreement, please inform me by letter
      during the seven-day period that you desire to revoke your execution of this
      Agreement, in which case you will not receive the severance pay or benefits
      offered in this Agreement. 

    


    
      	 	 	Very
              truly yours, 
	 	 
	 
 	 
 	 
 
	 	 	/s/ Andrew
              Cole
	 	
              

            
	 	Andrew
              Cole 
	 	
              Vice
                President - Human Resources &

              Organizational
                Development 

            


    

     

    


    I
      acknowledge that I have read the foregoing Agreement, and that I carefully
      considered and fully understand the terms and conditions of such Agreement.
      I
      acknowledge that I am signing this Agreement knowingly and voluntarily. In
      entering into this Agreement, I do not rely on any representation, promise
      or
      inducement made by APC, the Releasees or their attorneys, with the exception
      of
      the consideration described in this document.

    


    ACCEPTED:

    


     

    
 

    
      	/s/ Paul Thomas Goldman III
              
              

              Signature	May 16, 2006
              
              

              Date