EX-10.1






Exhibit 10.1




SEPARATION AGREEMENT AND RELEASE




Caution: Read Carefully

This Is A Release In Full




THIS SEPARATION AGREEMENT AND RELEASE (“Agreement”) is voluntarily entered into by and between
Bradley C. Houlberg (hereinafter “Houlberg”) and CTI Group (Holdings), Inc. (hereinafter
“Company”).



WHEREAS, Houlberg’s employment with Company will cease effective October 13, 2005; and



WHEREAS, Houlberg and Company have now successfully entered into negotiations which have
resulted in a settlement of any and all claims Houlberg may have against Company and/or the other
persons or entities released herein, known and unknown, in accordance with the terms and conditions
set forth in this Agreement.



NOW, THEREFORE, in consideration of the mutual understandings and covenants and the release
contained herein, Houlberg and Company hereby voluntarily agree as follows:



1. In consideration of the releases and all of the promises and representations made by
Houlberg in this Agreement, Company will pay to Houlberg a separation payment in the sum of One
Hundred Fourteen Thousand Dollars and No Cents ($114,000.00), less all ordinary deductions for
local, state and federal taxes, including FICA or otherwise, which are required by law to be
withheld. It is understood and agreed that the foregoing separation payment which will be made to
Houlberg by Company pursuant to this paragraph is consideration provided to him in addition to
anything of value to which he is already entitled. Company will also pay Houlberg for any accrued
but unused 2005 vacation and any outstanding and reimbursable business expenses. Houlberg’s group
health insurance coverage will end as of October 31, 2005, after which time he will have an
opportunity to continue such coverage at his expense pursuant to the provisions of the Consolidated
Omnibus Budget Reconciliation Act of 1986, as amended (“COBRA”).



2. In consideration of Company’s agreement to the payment of the separation amount set forth
in paragraph 1 above, Houlberg (for himself and his personal representatives, heirs and assigns)
RELEASES AND FOREVER DISCHARGES Company and its predecessors, successors, parent company,
subsidiaries, affiliates, related companies, principals and insurers (and their current or former
officers, directors, employees, agents, shareholders, successors and assigns), and any and all
employee benefit plans (and any fiduciary of such plans) sponsored by any of them, and all other
persons, firms or corporations who might be claimed to be liable by Houlberg, from any and all
claims (including, but not limited to, claims for attorneys’ fees), demands, losses, damages,
injuries (whether personal, emotional or other), agreements, actions, promises or causes of action
(known or unknown) which he now has or may later discover or which may hereafter exist against
them, or any of them, in connection with or arising directly or indirectly out of or in any way
related to any and all matters, transactions, events or other things occurring prior to the
effective date hereof, including all those arising out of or in connection with his employment with
Company or arising out of any events, facts or circumstances which either preceded, flowed from or
followed the cessation of his employment, or which occurred during the course of Houlberg’s
employment with Company or incidental thereto, or arising out of any other matter or claim of any
kind whatsoever and whether pursuant to common law, statute, ordinance, regulation or otherwise and
including claims of fraud or misrepresentation in the making, negotiation or execution of this
Agreement. Claims or actions released herein include, but are not limited to, those based on
allegations of wrongful discharge and/or breach of contract (including, but not limited to,
Houlberg’s Chief Executive Employment Agreement); those arising under the National Labor Relations
Act, the Family and Medical Leave Act, the Fair Labor Standards Act or the Worker Adjustment and
Retraining Notification Act; those alleging discrimination on the basis of race, color, sex,
religion, national origin, age, disability or handicap under Title VII of the Civil Rights Act of
1964, the Age Discrimination in Employment Act of 1967 (“ADEA”), the Rehabilitation Act of 1973,
the Equal Pay Act of 1963, the Americans with Disabilities Act of 1990, the Civil Rights Acts of
1866 and 1991, the Indiana Civil Rights Law (all as amended) or any other federal, state or local
law, ordinance, rule or regulation; and those arising under the Employee Retirement Income Security
Act of 1974, as amended (except for qualified retirement or other benefit plans from which Houlberg
is entitled to receive future benefits). Houlberg agrees and understands that any claims he may
have under any legal theory or under the aforementioned statutes or any other federal, state or
local law, ordinance, rule or regulation are effectively waived by this Agreement. No rights or
claims arising under the ADEA after the execution of this Agreement are waived hereby.



3. Houlberg agrees to take any action necessary to carry out the purpose and intent of this
Agreement. Houlberg further agrees that he will be solely and individually responsible for
compensating any attorney(s) for the services they have rendered to or for him in connection with
this Agreement or any other matters whatsoever. The separation amount that will be paid to
Houlberg pursuant to paragraph l of this Agreement shall be paid by Company within ten (10)
business days after this Agreement becomes effective.



4. In further consideration of Company’s agreement to the payment of the separation amount set
forth in paragraph 1 above, and subject to paragraph 13 of this Agreement, Houlberg agrees that he
(i) will never assert a legal or equitable action in any state or federal court against Company, or
any of the other persons or entities released herein, with respect to the matters herein resolved
and settled; and (ii) will never again apply for employment and hereby waives all future rights to
consideration for employment with Company and any of its subsidiaries, affiliates, parent companies
or other related entities. Houlberg further agrees that, except as provided in paragraph 13 of
this Agreement, if he hereafter institutes an action against any of the released entities or
persons concerning any of the claims he has released in this Agreement, he will repay to Company
the separation amount described in paragraph 1 above, with legal interest, and will pay the persons
or entities for all costs and expenses, including attorneys’ fees, incurred by them in defending
against such claims.



5. Houlberg acknowledges that he has participated in confidential legal strategy discussions
with counsel for Company regarding litigation strategy, enforcement tactics, priorities and
strategy and other issues relating to Centillion’s intellectual property and that said discussions
are highly confidential, proprietary in nature, protected by the attorney/client, work-product and
other applicable privileges, and shall not be disclosed in any form. Houlberg agrees that any
disclosure of such information would cause severe and irreparable harm to Centillion and Company
and would entitle Company to damages from Houlberg constituting the entire separation amount being
paid to Houlberg upon and after his separation.



6. Houlberg agrees that neither he nor any attorney, agent or representative of his will
discuss or in any fashion disclose to any person (except Houlberg’s spouse and tax advisor) any of
the terms of this Agreement or the circumstances surrounding its making, unless required to do so
by law. Houlberg also agrees that, except as provided in paragraph 13 of this Agreement, in the
event that he or any attorney, agent or representative of his discloses any information to anyone
in breach or violation of this paragraph, he will repay to Company, with legal interest, the
separation amount paid by it pursuant to paragraph 1 of this Agreement.



7. Houlberg represents and warrants that in the making, negotiation and execution of this
Agreement, he is not relying upon any representation, statement or assertion of fact or opinion
made by any agent, attorney, employee or representative of the persons, parties or corporations
being released herein, and he hereby waives any right to rely upon all prior agreements and/or oral
representations made by any agent, attorney, employee or representative of such persons, parties or
corporations even though made for the purpose of inducing him to enter into this Agreement.



8. It is understood and agreed that Company has denied and continues to deny that it is liable
to Houlberg on any theory, and that nothing in this Agreement, including, but not limited to, the
payment of the separation amount set forth in paragraph 1 hereof by Company, constitutes an
admission by Company of any fact, damage or liability to Houlberg on any theory. It is expressly
understood and agreed that this Agreement was entered into by the parties solely to avoid the
burden and expense of litigation.



9. The parties stipulate and agree that all clauses and provisions of this Agreement are
distinct and severable, and Houlberg understands, and it is his intent, that in the event this
Agreement is ever held to be invalid or unenforceable (in whole or in part) as to any particular
type of claim or as to any particular circumstances, it shall remain fully valid and enforceable as
to all other claims and circumstances. As to any actions or claims that would not be released
because of the invalidity or unenforceability of this Agreement, Houlberg understands and agrees
that, except as provided in paragraph 13 of this Agreement, if he asserts or brings any such
actions or claims against Company he must repay to Company the separation amount paid to him
pursuant to paragraph 1 above, with legal interest, and that the return to Company of the
separation amount paid to him pursuant to paragraph 1 above, with legal interest, is a prerequisite
to asserting or bringing any such actions or claims.



10. This Agreement contains the entire agreement of the parties and supersedes all previous
negotiations, whether written or oral. This Agreement may be changed only by an instrument in
writing signed by the party against whom the change, waiver, modification, extension or discharge
is sought. Houlberg understands and agrees that notwithstanding anything in this Agreement, he is
and will continue to be bound by the covenants, restrictions and obligations imposed on him by his
Chief Executive Employment Agreement, specifically including Sections 7 (Confidential Information),
8 (Inventions and Ideas; Ownership of Work Product) and 9 (Non-Competition) thereof.



11. This Agreement shall inure to the benefit of, may be enforced by, and shall be binding on
the parties and their heirs, executors, administrators, personal representatives, assigns and
successors in interest.



12. In the event of any dispute about this Agreement, the laws of the State of Indiana shall
govern the validity, performance, enforcement, and all other aspects of this Agreement.



13. Notwithstanding any other provision of this Agreement, Houlberg and Company agree that
Houlberg has the right to file a charge alleging a violation of the ADEA with any administrative
agency or challenge the validity of his waiver and release of any claim he might have under the
ADEA without either (i) repaying to Company the separation amount paid by it pursuant to paragraph
1 of this Agreement, or (ii) paying to Company any other monetary amounts (such as attorneys’ fees
and/or damages) unless the recovery of any such amounts by Company is otherwise authorized by law.



14. Houlberg represents that he has read this Agreement; fully understands each and every
provision of this Agreement; and has voluntarily, on his own accord, executed this Agreement.
Houlberg acknowledges that in entering into this Agreement in return for Company’s separation
payment set forth in paragraph 1 above, he is giving up possible future administrative, equitable
and/or legal claims. HOULBERG ALSO ACKNOWLEDGES THAT HE HAS BEEN ADVISED BY COMPANY TO CONSULT AN
ATTORNEY BEFORE HE EXECUTES THIS AGREEMENT.



15. The parties hereby acknowledge and agree that Houlberg has 21 calendar days in which to
consider this Agreement and that this Agreement may be revoked by Houlberg as it relates to
potential claims that could be brought or filed under the ADEA within 7 calendar days after he
executes it. The parties also acknowledge and agree that this Agreement shall not be effective or
enforceable until the 7 calendar-day revocation period has expired and this Agreement has been
executed by both parties.



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IN WITNESS WHEREOF, the parties have duly executed this Agreement on the dates set forth
below.



/s/Bradley C. Houlberg


Bradley C. Houlberg



10/17/05


Date



Company


By:/s/John Birbeck,CEO



10/20/05


Date



INDY 1607199v.1




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