**Exhibit10.1**

 

 

**CONFIDENTIAL**

 

 

July 29, 2004

 

 

BharatDavé

18400Skyline Blvd.

Woodside,CA 94062

 

Re:  Release

 

Dear Bharat:

 

By separate letter dated July 29, 2004, GoRemote InternetCommunications, Inc. (“the Company”) confirmed your decision to resign fromyour position with the Company effective July 29,2004 (“Resignation Date”).  TheCompany has indicated to you that your final paycheck for all accrued salary,accrued but unused vacation pay and any similar payments due and owing to youfrom the Company will be delivered on or before the Resignation Date, and thatyou will receive a severance payment equal to six (6) months of base salary,payable in accordance with the Company’s normal payroll policies.

 

1.                                       Asseparate consideration for the release set forth below, the Company willprovide you with the contractual rights described on the attached Schedule 1(collectively, the “Release Benefits”).

 

2.                                       In consideration of the Company providingthe Release Benefits, you on behalf of yourself and your heirs hereby knowinglyand voluntarily forever release and discharge any claims or rights you may haveagainst the Company — and its predecessors, successors, assigns,representatives, agents, shareholders, employees, officers directors, and anybenefit plan — whether known or not known, including, but not limited to, thosearising out of or in any way connected with your employment with the Companyand/or the termination thereof, including but not limited to any claimsrelating to any alleged violation of federal, state or local law, specificallyincluding any claims under the Age Discrimination in Employment Act, theCalifornia Fair Employment and Housing Act, the Employee Retirement IncomeSecurity Act (ERISA), and Title VII of the Civil Rights Act of 1964.  By signing below, you expressly waive andrelease any and all rights and benefits of Section 1542 of the Civil Codeof the State of California, which provides as follows:

 

“A GENERAL RELEASE DOESNOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST INHIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVEMATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR”.

 

3.                                       Employee represents and agrees that thisRelease is binding upon Employee and Employee’s estate, heirs and assignees.

 

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4.                                       You agree to make yourself reasonablyavailable from time to time for transition consultations with the Company’s newChief Executive Officer, in consideration of which the Company agrees to payyou a retainer of $5,000 per month over the six month period beginningAugust 1, 2004 and ending January 31, 2005.

 

5.                                       You agree you will not disparage theCompany or its products, services, agents, representatives, directors,officers, shareholders, attorneys, employees, vendors, affiliates, successorsor assigns, or any person acting by, through, under, or in concert with any ofthem, with any written or oral statement.

 

6.                                       Youagree the Company shall have the right to enforce this Agreement and any of itsprovisions by injunction, specific performance, or other equitable reliefwithout prejudice to any other rights or remedies the Company may have at lawor in equity for breach of this Agreement. You further agree that if any provision of this Agreement is held by acourt of competent jurisdiction to be unenforceable as a result of a claim,demand or cause of action you bring, the Company, at its option, will beentitled to obtain reimbursement of the value of the Release Benefits, inaddition to its costs and attorney’s fees. Any such action by the Company shall not be considered retaliatory.  If any action at law or in equity is broughtto enforce the terms of this Agreement, the prevailing party shall be entitledto recover its reasonable attorneys’ fees, costs and expenses from the otherparty, in addition to any other relief to which such prevailing party may beentitled.

 

7.                                       Thecontents, terms and conditions of this Agreement shall be kept confidential byyou and shall not be disclosed except to your attorneys, accountants or pursuantto subpoena or court order.   Any breachof this confidentiality provision shall be deemed a material breach of theAgreement.

 

8.                                       ThisAgreement is not and shall not be construed or contended by you to be anadmission or evidence of any wrongdoing or liability on the part of theCompany, its representatives, heirs, executors, attorneys, agents, partners,officers, shareholders, directors, employees, subsidiaries, affiliates,divisions, successors, or assigns.  ThisAgreement shall be afforded the maximum protection under California EvidenceCode Section 1152 and/or any other state of federal provisions of similareffect.

 

9.                                       Youunderstand that you may take up to twenty-one (21) days to consider thisAgreement and, by signing below, affirm that you were advised to consult withan attorney prior to signing this Agreement. You also understand you may revoke this Agreement within seven (7) daysof signing this document and that the Release Benefits will not be effectiveuntil the end of that seven (7) day revocation period.

 

 

Sincerely,

 

/s/ DAVID TEICHMANN
| David Teichmann                                         |   |   |
|---------------------------------------------------------|--------|--------|
| Senior Vice President,  General Counsel & Secretary |   |   |
|                                                    |   |   |
| READ, UNDERSTOOD AND  AGREED                            |   |   |
|                                                    |   |   |
| /s/ BHARAT DAVÉ                                    |   | Dated: | 7/29/2004 |   |   |
| Bharat  Davé                                       |   |   |
|                                                         |        |        |  |  |  |

 

2

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Schedule 1

 

Notwithstanding any otherlanguage set forth in the Company stock option grants listed on thisSchedule 1 “Grants”), the terms of each Grant shall be modified such thatthe period during which you may exercise Vested Shares (as defined in eachGrant) shall be extended to July 29, 2005. Except as explicitly set forth in this paragraph, no other modificationof any Grant is intended, including without limitation any modification of anyvesting rights thereunder.

 

Set forth below is a list of all Grants:

 
| **Grant  Date** | ** ** | **Grant Number** | ** ** | **Type  ISO or NQ** | ** ** | **Exercise Price** | ** ** |
|-----------------|------------|------------------|------------|---------------------|------------|--------------------|------------|
| 10/24/2000      |       | 00000924         |       | ISO                 |       |               | $          | 7.0000 |   |
| 10/24/2000      |       | 00000925         |       | NQ                  |       |               | $          | 7.0000 |   |
| 3/19/2001       |       | 00001131         |       | ISO                 |       |               | $          | 1.0938 |   |
| 3/19/2001       |       | 00001132         |       | NQ                  |       |               | $          | 1.0938 |   |
| 3/19/2001       |       | 00001140         |       | NQ                  |       |               | $          | 1.0938 |   |
| 3/19/2001       |       | 00001141         |       | NQ                  |       |               | $          | 1.0938 |   |
| 3/19/2001       |       | 00001148         |       | ISO                 |       |               | $          | 1.0938 |   |
| 3/19/2001       |       | 00001149         |       | NQ                  |       |               | $          | 1.0938 |   |
| 1/29/2002       |       | 00001640         |       | ISO                 |       |               | $          | 1.4300 |   |
| 1/29/2002       |       | 00001641         |       | NQ                  |       |               | $          | 1.4300 |   |
| 10/22/2002      |       | 00001917         |       | NQ                  |       |               | $          | 1.3630 |   |
| 3/11/2003       |       | 00001923         |       | NQ                  |       |               | $          | 1.6000 |   |
| 4/22/03         |       | 00001931         |       | NQ                  |       |               | $          | 2.4600 |   |
| 4/22/03         |       | 00001937         |       | NQ                  |       |               | $          | 2.4600 |   |
| 12/18/03        |       | 00002455         |       | ISO                 |       |               | $          | 5.0400 |   |
| 12/18/03        |       | 00002456         |       | NQ                  |       |               | $          | 5.0400 |   |

 

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