**Exhibit 10.21**
**Separation Agreement and General Release**
     This Separation Agreement and General Release (hereinafter “Agreement”) isentered into by and between Advanced Switching Communications, Inc. (referredto as “the Company”) and Larry Kraft (referred to as “Employee”), who arecollectively referred to herein as the “Parties.”
     WHEREAS, the Parties now desire and agree to forever sever theiremployment relationship and to fully and finally resolve any and all existingor potential issues, claims, causes of action, grievances and disputes withoutany admission of liability or finding or admission that any of Employee’srights, under any statute, claim or otherwise, were in any way violated. Inconsideration of the mutual promises contained herein, and other good andvaluable consideration as hereinafter recited, the receipt and adequacy ofwhich is hereby acknowledged, the Parties, intending to be legally bound, agreeas follows:
     1.     Employee notified the Company of his intent to resign on January 18,2002 (the “Notification Date”) and that his resignation from the Company wouldbe effective on February 1, 2002 (the “Resignation Date”). From theNotification Date through the Resignation Date, Employee agrees to providetransitional services as they may be reasonably requested by the Company.Employee’s employment at the Company will end on the Resignation Date.Employee recognizes that for purposes of the continuation coverage requirementsof group health plans under the Consolidated Omnibus Budget Reconciliation Actof 1985 (COBRA), as amended, and the group health provisions of any applicablestate or local law, a “qualifying event” occurs on Employee’s Resignation Date.
     2.     In exchange for the promises made by Employee herein and if Employeeexecutes and does not revoke this Agreement, the Company agrees to pay toEmployee an amount equal to Employee’s base pay (i.e., Employee’s monthlysalary) that Employee would have earned from February 2, 2002, to July 31, 2002(the “Guaranteed Severance Period”), less all lawful deductions, which shall bepaid to Employee in accordance with the Company’s normal payroll schedule overthe period. The Company agrees to begin making the Guaranteed Severancepayments to Employee within fourteen (14) days after the “Effective Date,” asdefined in paragraph 15.
     3.     Employee agrees that on or before the Resignation Date, he willsurrender to the Company every item and every document in Employee’s possessionor control that is the Company’s property (including but not limited to keys,records, computers, peripherals, computer files and disks, notes, memoranda,models, inventory and equipment) or contains Company information, in whateverform. Employee acknowledges and stipulates that all of the Company’s electronicand telephonic communication systems, computers and other business equipmentincluding, but not limited to, computer systems, data bases, phone mail,modems, e-mail, Internet access, Web sites, fax machines, techniques,processes, formulas, mask works, source codes,
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programs, semiconductor chips, processors, memories, disc drives, tapeheads, computer terminals, keyboards, storage devices, printers and opticalcharacter recognition devices, and any and all components, devices, techniquesor circuitry incorporated in any of the above and similar business devices(herein collectively referred to as “Electronic Equipment” ), are the soleproperty of the Company, and that any information transmitted by, receivedfrom, or stored in such Electronic Equipment is also the Company’s property.Employee agrees that, after his separation of employment from the Company, heshall not, directly or indirectly, for himself or for any other person orentity, use, access, copy, or retrieve, or attempt to use, access, copy, orretrieve, any of the Company’s Electronic Equipment or any information on theCompany’s Electronic Equipment.
     4.     All reference requests from Employee’s prospective employers shall bemade in writing addressed to the attention of Laurie Foglesong, Director ofHuman Resources. In response to such requests, the Department of HumanResources will provide to prospective employers Employee’s dates of employmentand job title. The Department of Human Resources will not provide anyadditional information to prospective employers regarding Employee’s employmentwithout Employee’s written consent.
     5.     The parties acknowledge that Employee’s entitlement to stock options ofthe Company is governed by one or more stock option agreements (the “OptionAgreements”). The procedures and time restrictions for the exercise of vestedoptions are set forth in the Option Agreements. All unvested optionspreviously granted to Employee shall expire and terminate on the ResignationDate.
     6.     Employee agrees that he is not otherwise entitled to the severancepayments from the Company described in Paragraph 2 above during the GuaranteedSeverance Period. Employee understands that by signing this Agreement, he iselecting to receive those payments under the terms set forth in this Agreement.
     7.     As of the date Employee signs this Agreement, Employee represents thathe has been paid for all hours worked through the date of his signature and hasnot suffered any on-the-job injury as of the date of his signature for which hehas not already filed a claim. As a part of this Agreement, the Company agreesthat all vacation pay, commissions, or overtime pay (if applicable) that he isowed will be paid on February 15, 2002.
     8.     Employee agrees that, in consideration of the additional severancepayments described in paragraph 2 herein, he will, and hereby does, forever andirrevocably release and discharge the Company, and its past, present andfuture, affiliates, parents, subsidiaries, divisions, predecessors, purchasers,assigns, representatives and successors, and its and their officers, directors,employees, independent contractors, agents, (herein collectively referred to asthe “Releasees”) from any and all claims, causes of action, damages, defenses,promises, judgments, and liabilities, known or unknown, whatsoever which he nowhas, has had, or may have, whether the same be at law, in equity, or mixed, inany way arising from or relating to any act, occurrence, or
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transaction before the date of this Agreement, including withoutlimitation his employment and separation of employment from the Company and anyand all tax related liabilities that may result from this Agreement. Employeeexpressly acknowledges that this General Release includes, but is not limitedto, Employee’s intent to release the Company from tort and contract claims,wrongful discharge claims, statutory claims, compensation claims, and claims ofdiscrimination or harassment based on age, race, color, sex, religion,handicap, disability, national origin, ancestry, citizenship, marital status,retaliation or any claim under Title VII of the Civil Rights Acts of 1964 and1991 as amended (42 U.S.C. §§ 2000e et seq.), Employee Retirement IncomeSecurity Act (29 U.S.C. §§ 1001 et seq.), the Consolidated Omnibus BudgetReconciliation Act of 1985 (29 U.S.C. §§ 1161 et seq.), the Americans WithDisabilities Act (42 U.S.C. §§ 12101 et seq.), the Rehabilitation Act of 1973(29 U.S.C. §§ 701 et seq.), the Family and Medical Leave Act (29 U.S.C. §§ 2601et seq.), the Worker Adjustment and Retraining Notification Act (29 U.S.C. §§2101 et seq), and any other federal, state or local law prohibiting employmentdiscrimination or relating to the employment relationship. This release doesnot include any claims that cannot be waived by law. It is agreed andunderstood that this release is a GENERAL RELEASE to be construed in thebroadest possible manner consistent with applicable law.
     9.     Employee agrees not to make or file any legal claims of any kindagainst the Company or any of the Releasees in any federal, state or municipalcourt, administrative agency or other tribunal concerning any claim that he/shehas released in this Agreement. Employee further agrees that no legal claimshave already been made or filed by or on behalf of Employee regarding anyclaims that have been released by this Agreement. Employee further agrees andcovenants not to assist or encourage others in making or filing any legalclaims of any kind in any federal, state or municipal court against the Companyor any of the Releasees. If any administrative agency or other group files alegal claim of any kind on Employee’s behalf against the Company or any of theReleasees concerning any claim that Employee has released in this Agreement,Employee waives any right to monetary recovery.
     10.     Employee agrees that the additional severance payments provided for inthis Agreement shall not be construed as an admission of any wrongdoing orliability on the part of the Company and that any such wrongdoing or liabilityis expressly denied. Employee represents that he has not assigned ortransferred to any person or entity any claim against the Company and that anysuch claim is not assignable or transferable. The Parties agree that thisAgreement shall be governed by Virginia law, and that the state and/or federalcourts in Virginia shall have sole and exclusive jurisdiction and venue to hearany dispute concerning this Agreement. If any terms of the provisions of thisAgreement are found null, void or inoperative, for any reason, the remainingprovisions will remain in full force and effect. The language of all parts ofthis Agreement shall in all cases be construed as a whole, according to itsfair meaning, and not strictly for or against either of the Parties.
     11.     The Parties agree that this Agreement contains and comprises theentire agreement and understanding of the Parties, that there are no additionalpromises or terms
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of the Agreement among the Parties other than those contained herein, andthat this Agreement shall not be modified except in a writing signed by each ofthe Parties hereto.
     This Agreement cancels and supersedes any prior employment agreements orarrangements that Employee may have entered into with the Company or any of theReleasees, except that the terms of paragraphs 6 and 7 of Employee’s KeyEmployee Employment Agreement and the Option Agreement(s) (to the extentapplicable for vested options) entered into by Employee and Company shallremain and continue in effect in accordance with the terms thereof.
     12.     Employee agrees that he will not disclose or cause to be disclosed anynegative, adverse or derogatory comments or information about the Company,about any product or service provided by the Company, or about the Company’sprospects for the future, except as required by law. Furthermore, Employeehereby represents to the Company that he has made no such communication to anypublic official, to any person associated with the media, or to any otherperson or entity. Employee acknowledges that the Company relies upon thisrepresentation in agreeing to enter into this Agreement.
     13.     Employee represents that he has read this Agreement, that heunderstands all of its terms, that in executing this Agreement he does not relyand has not relied upon any representation or statements made by any of theCompany’s agents, representatives, or attorneys with regard to the subjectmatter, basis, or effect of the Agreement, and that he enters into thisAgreement voluntarily, of his own free will, without any duress and withknowledge of its meaning and effect. Employee acknowledges that he has had areasonable amount of time in which to consult an attorney prior to executingthe Agreement, if he so chooses.
     14.     Employee understands that he/she has seven (7) days from the date ofhis/her receipt of this Agreement, which was January 18, 2002, to sign it, andthat he/she may unilaterally waive this period at his/her election. Employee’ssignature on this Agreement constitutes an express waiver of the seven (7) dayperiod if affixed prior to the expiration of that period. By signing thisAgreement, Employee expressly acknowledges that his/her decision to sign thisAgreement was knowing and voluntary and of his/her own free will. The Partiesagree that any revisions or modifications to this Agreement, whether materialor immaterial, will not and did not restart this time period.
     15.     This Agreement shall become effective on the date on which theEmployee signs it and delivers it to Sherry Rhodes or Laurie Foglesong.
     16.     Employee also acknowledges that the Company may require him to provideassistance to the Company in the investigation and/or defense of potential oractual claims, charges or legal actions against the Company and agrees toprovide the requested assistance, which may include, but is not limited to,interview(s), affidavit(s) and/or in person testimony. Employee acknowledgesthat such requests may come during and/or after his Guaranteed Severance Periodand agrees to provide the assistance as and when required on a reasonablebasis. If Employee no longer resides in the Washington, D.C. metropolitan areawhen his assistance is required and it is necessary
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that he be present in the metropolitan area to provide that assistance,the Company will pay his reasonable travel and related expenses for such periodas his presence is required and will compensate him on a reasonable basis forhis time spent rendering such assistance.
     IN WITNESS WHEREOF, the parties have duly executed this Agreement as ofthe day and year first written above.   Employee Signature/Printed Name Date  /s/ Lawrence A. Kraft 1/24/02  Lawrence A. Kraft    For: Advanced Switching Communications, Inc. Date  /s/ Sherry L. Rhodes 1/24/02  Sherry L. Rhodes  VP, GeneralCounsel& Secretary  
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