Exhibit 10.1


 


AGREEMENT AND
RELEASE


 


THIS AGREEMENT made the 10th day of June,
2004.


 


B E T W E E N


 


TUCOWS.com Co


 


(hereinafter referred to as “Tucows”)


 


- and -


 


Supriyo
Sen


 


(hereinafter referred to as “  Mr.Sen 
”)


 


Tucows and Mr. Sen hereby agree to fully and irrevocably settle all
previous, current and future issues between them concerning Mr. Sen’s
employment with and cessation of employment from Tucows on June 10th 2004
(the “Termination Date”) on the following terms and conditions:


 


1.                                       Tucows will pay
Mr. Sen a severance payment consisting of one month’s notice and nine month’s
severance or one hundred fifty six thousand, two hundred and fifty dollars
($156,250), less applicable statutory deductions, payable in equal installments
over six months. The notice payment will be taxed at Mr. Sen’s marginal tax
rate with tax deductions from the remaining months being made at the applicable
withholding tax rate.


 


2.                                       Tucows will pay
Mr. Sen a pro rata bonus amount of thirty seven thousand five hundred dollars
($37,500).


 


3.                                       Tucows will
provide to Mr. Sen medical benefits coverage for the period of notice and
severance, or for 10 months.


 


4.                                       Tucows agrees to
provide a six (6) month employment counseling program at the executive level
through the consulting firm of Miller Dallas, should Mr. Sen wish to avail
himself of these services. The cost of the program will be paid directly by
Tucows to the consulting firm.


 


5.                                       The aforesaid
severance payments and the lump sum severance payment are deemed to include any
future vacation and holiday pay, including any statutory entitlements pursuant
to the Employment Standards Act, Ontario.


 


6.                                       Mr. Sen’s stock
options will continue to vest at a rate of 1,041.6 per month at $0.44 and
8,344.58per month at $0.37 in each of the ten months following the termination
of employment date. The 2003 grant of 75,600 options will begin vesting
August 5th 2004 at which time Mr. Sen will receive 19,125 options and a
further 1,593.75 options per month for the remaining eight months of this agreement.
All options vested prior to the termination date and all options vested during
the severance period may be exercised, in whole or in part at any time prior to
April 10th 2005.


 


7.                                       Mr. Sen shall
promptly return all Tucows property (e.g. computer, equipment, cellular phone,
credit cards, identification card, etc.) when asked.


 


8.                                       Tucows will
provide Mr. Sen a suitable letter of reference.


 


9.                                       Mr. Sen
acknowledges that in his role and any prior positions, Mr. Sen may have had
access to confidential or proprietary information, and agrees that unless
explicitly required by law, such information (written or oral) shall not be
disclosed in any manner to any person or entity.


 


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10.                                 Mr. Sen agrees that he
shall not, within one year of the date of termination, either directly or
indirectly, in partnership or jointly or in conjunction with any other person
or persons, firm, association, syndicate, company or corporation, whether as
principal, agent, shareholder, director, officer, employee, consultant or in
any other manner whatsoever, at any time solicit or accept any business from or
the patronage of, or render any services to, sell or to contract or attempt to
contract with any person, firm or corporation who is a customer or prospective
customer of Tucows or an employee of Tucows.


 


11.                                 Mr. Sen agrees that he
shall not, at any time within one year of the date of termination either
individually or in partnership or jointly or in conjunction with any person as
principal, consultant, agent, employee, shareholder, director, officer or in
any other manner whatsoever carry on, or be engaged in, or be concerned with,
or interested in, or advise, lend money to, guarantee the debts or obligations
of, or permit his name or any part thereof to be used or employed by, any
person engaged in or concerned with or interested in a business similar to or
in competition with Tucows in the Province of Ontario.


 


12.                                 The terms of this
Agreement and matters leading thereto shall not be disclosed by Mr. Sen except
to his professional legal or accounting advisors or unless explicitly required
by law.


 


13.                                 In consideration of
the mutual promises and payments hereunder Mr. Sen agrees to execute the full
and final Release attached hereto as Appendix “A”.  Mr. Sen acknowledges that this Agreement and Release hereby
settles all issues between Tucows and Mr. Sen including, specifically, any and
all issues under or in any way related to the cessation of Mr. Sen’s employment
with Tucows.


 


14.                                 Mr. Sen fully
understands all the terms of this irrevocable Agreement and after having had
sufficient opportunity to obtain independent legal advice, voluntarily agrees
to all of the terms and conditions of this Agreement which Mr. Sen acknowledges
is entered into in good faith by Tucows.


 


15.                                 This Agreement is
governed by the laws of the Province of Ontario and is enforceable in a Court
of competent jurisdiction under the laws of the Province of Ontario.


 


 


DATED at Toronto this 16 day of June, 2004.


 


SIGNED, SEALED & DELIVERED


In the presence of:


 


	
   

  	
  TUCOWS INTERNATIONAL CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  	
  /s/ Ann Elliott

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Per:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  /s/ Supriyo Sen

  	
   

  
	
  Witness

  	
   

  	
  Supriyo Sen

  
						



 


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APPENDIX “A”


 


R E L E A S E


 


SUPRIYO SEN (hereinafter referred to as the “Releasor”, which term
includes heirs, executors, administrators, successors and assigns), in
consideration of the terms and conditions set out in the Agreement attached
hereto the sufficiency and receipt of which is hereby expressly acknowledged,
hereby releases and forever discharges TUCOWS INTERNATIONAL CORP., its parents,
its direct and indirect subsidiaries, affiliates, and its past and present
officers, directors, agents, employees, successors and assigns, and all related
and affiliated corporations and its officers, directors, agents, employees,
successors and assigns (the “Released Parties” which term includes any on of
the Released Parties) from all claims (other than claims for payments provided
for or arising under the attached Agreement), causes of action or liabilities
of any kind and nature whatsoever arising out of or in connection with any
matter cause or thing to the date of this Agreement, other than claims under
this Agreement, including, without limiting the generality of the foregoing,
any claims arising out of the Releasor’s employment or the cessation of that
employment with the Released Parties.


 


THE RELEASOR hereby specifically covenants, represents and warrants to
the Released Parties that he has no further claim against the Released Parties
for or arising out of his employment with the Released Parties or the
termination of such employment including without limiting the generality of the
foregoing, any claims for pay, notice of termination, pay in lieu of such
notice, severance pay, expenses, bonus, overtime pay, interest, benefits and/or
vacation pay and specifically including any claim under Ontario’s Employment
Standards Act, the Ontario Labour Relations Act, 1995, and the Ontario Human
Rights Code or any other similar legislation governing or related to the
employment of the Releasor.  The
Releasor also acknowledges that he has been paid all amounts owing to him under
the foregoing statutes. In the event that the Releasor would hereafter make any
claim or demand or commence or threaten to commence any action, claim or
proceeding or make any complaint against the Released Parties or anyone
connected with the Released Parties for or by reason of any cause, matter or
thing, this document may be raised as an estoppel and complete bar to any such
grievance, claim, demand, action, proceeding or complaint.


 


AND IT IS FURTHER AGREED that for the aforesaid consideration, the
Releasor will pay the authorities any taxes or any employment insurance
repayments or any interest, fines, penalties or other charges of any kind
whatsoever that may be made, claimed or demanded against the Releasor or the
Released Parties as a result of the payment of the amounts referred to in the
attached Agreement and the Releasor hereby agrees to indemnify and save
harmless the Released Parties from any and all claims or demands under the
Income Tax Act of Canada, the Employment Insurance Act of Canada, and/or the
Income Tax Act of the Province of Ontario, for or in respect of any failure on
the part of the Released Parties to deduct and remit income tax or employment
insurance payments from all or any part of the said consideration and any
interest, fines or penalties relating thereto or arising therefrom, and any
costs or expenses incurred in defending such claims or demands.


 


AND FOR THE CONSIDERATION THE RELEASOR agrees not to make any claim or
take any proceeding in connection with any of the claims released by virtue of
the preceding paragraphs against any other person or corporation who might
claim contribution or indemnity from the Released Parties by virtue of the said
claim or proceeding.


 


THE RELEASOR agrees that he has read the above Release and attached
Agreement and has had the opportunity to obtain independent legal advice with respect
thereto and understands that it contains a full and final release of all claims
that he has, or may have, against the Released Parties and that there is no
admission of liability on the part of the Released Parties and that such
liability is denied.


 


IN WITNESS WHEREOF, I have hereunto set my hand and seal this 16 day of
June, 2004.


 


 


	
  SIGNED, SEALED AND DELIVERED

  	
  )

  	
   

  
	
  in the presence of

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
   

  
	
   

  	
  )

  	
  /s/ Supriyo Sen

  	
   

  
	
  Witness

  	
   

  	
  SUPRIYO SEN

  



 


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