EX-10.1






Exhibit 10.1




Splinex Technology, Inc.


550 W. Cypress Creek Rd.


Suite 410


Fort Lauderdale, FL 33309



	 	 	 
	To:

	 	Michael Stojda
	 
	 	 
	From:

	 	Board of Directors
	 
	 	 
	Date:

	 	November 21, 2005
	 
	 	 
	Subject:

	 	Summary of Terms of Severance Upon Termination of

Employment Agreement






	 	 	 	 	 
	Age:
	 	 	42	 
	Hire Date:
	 	 	9/1/2004	 
	Resignation Date:
	 	 	11/21/2005	 
	Annual Salary:
	 	$	275,000	 






For mutual consideration, the sufficiency of which is hereby acknowledged, you and Splinex
Technology, Inc. (including for all purposes herein any affiliates, successors or assigns)
(“Splinex”) agree that the following terms of this severance agreement (the “Agreement”) will apply
with respect to your cessation of employment:




	 	•	 	Termination Date: 11/21/2005; we agree that your separation from Splinex will be
characterized as a mutual agreement to end the employment relationship and all comments by
either Splinex (or its current and future officers, directors, employees, consultants or
major stockholders) and yourself shall be consistent with the foregoing. The following
language is deemed acceptable: “Due to a change in corporate strategy, the Board of
Directors of Splinex and Mr. Stojda mutually agree that he will resign as an officer and
director of Splinex effective November 21, 2005.” You and Splinex shall mutually agree on
the description of the end of your employment that is filed with the Form 8-K and any
other public filings that may be required by law.






	 	•	 	Severance Agreement: We will honor the terms of this Agreement. The Employment
Agreement dated August 31, 2004 between you and Splinex is, except as otherwise provided
herein, hereby terminated and of no further force and effect; provided that, the parties
agree that an uncured breach by Splinex of any of the material terms of this Agreement
shall act to revive such Employment Agreement, and you may pursue your rights of recovery
thereunder (only to the extent they are non-duplicative of the rights granted hereunder).
For these purposes, a breach by Splinex will be deemed “uncured” if it is (i) not
susceptible to being cured, or (ii) if susceptible to cure, not cured within five (5)
business days of the date Stojda notifies Splinex in writing, inclusive of electronic
means, that a breach has occurred. We agree that any delay in notifying Splinex of a
breach will not constitute a waiver of the right to later assert a breach of the
Agreement.






	 	•	 	Compensation & Severance Amount: As of November 21, 2005, Splinex currently owes, but
has not paid to you, amounts for vacation, deferred wages and unpaid wages totaling
$84,056.51. In addition, in accordance with your employment agreement, as of November 21,
2005 Splinex owes to you additional amounts for severance totaling $295.943.49 to be paid
in bi-weekly payments of $10,576.92, and, for purposes of this agreement, the amount to
have been paid to date will continue to accrue on a bi-weekly schedule. The
aforementioned amounts, totaling $380,000.00 reflect all amounts that are due and owing to
you, and no bonus or other compensation amounts are owed to you under this Agreement
except as described in “Health” below. However, it is understood and agreed that Section
14 of the Employment Agreement will apply to this Agreement as if appearing herein.






	 	•	 	Compensation & Severance Payment Schedule: Splinex will pay to you a total of
$380,000.00 (determined in accordance with the foregoing Compensation & Severance Amount,
as follows:






	 	•	 	One (1) payment of $5,000 on November 25, 2005; and






	 	•	 	Six (6) bi-weekly payments of $2,500.00 each commencing December 9,
2005 through and including February 17, 2006; and






	 	•	 	Forty-eight (48) equal bi-weekly payments of $7,500 each commencing
on March 3, 2006 through and including December 21, 2007.






	 	•	 	It is understood and agreed by Splinex that irrespective of this
payment schedule, the amount due to you shall continue to accrue as per the
schedule defined in “Compensation & Severance Amount”. Furthermore it is agreed
that if Splinex fails to make any payment on the date as described in this
“Compensation & Severance Payment Schedule”, Splinex shall be in breach of this
Agreement, which if uncured within five (5) business days of the breach
occurring, shall cause all amounts owed, but not paid as of the date of the
breach, determined in accordance with the section entitled “Compensation &
Severance Payment Amount” above, to become immediately due and payable in full.






	 	•	 	All payments shall be made to you by electronic direct deposit to
your current bank account or such financial institution as you specify, in your
sole discretion, in the future






	 	•	 	Release and Waiver of Claims: As a condition to receiving these payments, you and
Splinex agree to sign a general waiver and release agreement in the attached form
(attached and incorporated herein).






	 	•	 	Stock Options: Upon cessation of your employment, all your non-qualified options
(2,000,000 shares) will be fully vested. You will have until February 28, 2006 to
exercise the options. The stock option agreements or term or any agreement otherwise
governing these grants, and the plans under which they are issued, will continue in full
force and effect, except as specifically modified herein.






	 	•	 	Benefits: The settlement amount includes payment for your unused vacation time.






	 	•	 	Health: Splinex will pay the entire amount equal to the employer and employee portion
of your active group health insurance premiums in place on the date of this Agreement for
COBRA coverage, and as may be adjusted during any enrollment period, until thirty days
after all monies as defined in “Compensation & Severance Amount” have been received by you
or until you and your family are receiving equal or better health insurance from a future
employer. During this period, you can at your option, convert to health insurance of your
choice and receive reimbursement of $800 per month.






	 	•	 	Mutual Non-Disparagement: You and Splinex (and all employees, officers, directors,
consultants and major shareholders) agree not to make disparaging, critical or otherwise
detrimental comments to any person or entity concerning the other. Splinex shall be
solely responsible for a breach of this provision by any individual who is not a party to
this Agreement.






	 	•	 	Dissolution or Other Disposition of Splinex: All amounts due and payable under this
Agreement shall become immediately due and payable upon the Dissolution or Other
Disposition of Splinex. For these purposes, “Other Disposition of Splinex” includes
without limitation a sale, transfer or other corporate event that would constitute a
change of control for purposes of Section 280G of the Internal Revenue Code, but does not
include an investment by any present beneficial stockholder or a distribution by a
stockholder of the stock of Splinex to its members. Other Disposition also shall not
include any merger or acquisition by Splinex whereby Splinex survives the merger or
acquisition, irrespective of any change in ownership percentage of the controlling
shareholders.






	 	•	 	Computer: You may retain your laptop computer and all associated peripheral
equipment.





Mike, the above details the essential terms of the Agreement between you and Splinex concerning
termination of employment. There will be no other payments to you other than those specified
above. The individual signing below on behalf of Splinex represents that he has the authority to
execute this Agreement on behalf of Splinex and that all necessary authorizations from the
Company’s Board of Directors and major shareholders have been obtained for the payment of severance
indicated herein.



Mike, please sign below to indicate your agreement with the terms and conditions set forth in this
document.



	 	 	 	 	 	 	 
	 	 	 	 	SPLINEX TECHNOLOGY, INC.

	 
	 	 	 	 	 	 
	Michael Stojda

	 	 	 	By: Gerard Herlihy.
	 	

	 
	 	 	 	 	 	 
	
 
	 	 	 	Chief Financial Officer
	 	

	 
	 	 	 	 	 	 
	Date:

	 	November 21, 2005
	 	Date:
	 	November 21, 2005
	 
	 	 	 	 	 	 






1




GENERAL WAIVER AND RELEASE AGREEMENT




1. Michael Stojda’s (“Stojda”) employment with Splinex Technology, Inc. (“Splinex”) will end
November 21, 2005 and he will be paid severance and other benefits as set forth in the Summary of
Terms Upon Resignation (“Summary”) to which this General Waiver and Release Agreement (“Agreement”)
is attached. The parties hereto agree that the terms of this Agreement apply only if both the
Summary and this Agreement are signed and not revoked by either party. The terms of the Summary
are incorporated by reference in this Agreement and are intended to supersede and extinguish any
other obligation Splinex may have to pay Stojda severance or other benefits upon termination,
including but not limited to any agreements or understandings, whether oral or written, made at any
time prior to the date of this Agreement, except as specifically set forth in the Summary.



2. In exchange for mutual consideration and in the interest of resolving all outstanding issues
arising out of or related to Stojda’s cessation of employment from Splinex, the sufficiency of
which (which includes payment of severance and other benefits by the Company to Stojda, and
Stojda’s agreement to enter into in this Agreement with Splinex), the parties hereto agree as
follows:



(a) Stojda completely releases and forever discharges Splinex, its past, present and future
successors, officers, directors, agents, affiliates, stockholders, and employees, from all claims,
damages (including but not limited to general, special, punitive, liquidated and compensatory
damages) and causes of action of every kind, nature and character, known or unknown, in law or
equity, fixed or contingent, which he may now have, or ever had arising from or in any way
connected with his employment relationship or the termination of his employment with Splinex. This
release includes, but is not limited to, all “wrongful discharge” claims, all claims relating to
any contracts of employment express or implied, any covenant of good faith and fair dealing express
or implied, any tort of any nature, any federal, state, or municipal statute or ordinance, any
claims for employment discrimination, including sexual harassment, any claims under the California
Fair Employment and Housing Act, the California Labor Code, Title VII of the Civil Rights Act of
1964, as amended, the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit
Protection Act, the Sarbanes-Oxley Act, 42 U.S.C. Section 1981, the Worker Adjustment and
Retraining Notification Act, the Employee Retirement Income Security Act (ERISA) and any other laws
and regulations relating to employment, and any and all claims for attorney’s fees and costs. I
understand that this release does not apply to any claims arising under the ADEA after the
effective date of this Agreement. This release does not extend to any existing right of
indemnification Stojda may have or any right he may have to director and officer liability
insurance coverage (under existing or replacement policies), or as a director at Splinex or a
fiduciary of any benefit plan, in either case that arise from my actions within the course and
scope of his employment for Splinex. Nothings contained in the foregoing shall be, or shall be
deemed to constitute, a release by Stojda to enforce his rights under the Summary or to enforce his
rights under this Agreement or the Employment Agreement (as defined in the Summary) if the Summary
or this Agreement are breached and such breach is not cured in accordance with the Summary, or to
pursue his rights as a stockholder of Splinex for future acts or omissions, or his right to any
vested benefit under any plan governed by ERISA.



(b) Splinex (its affiliates, successors and assigns and its or their officers, directors,
employees, consultants and major shareholders) completely releases and forever discharges Stojda
from all claims, damages (including but not limited to general, special, punitive, liquidated and
compensatory damages) and causes of action of every kind, nature and character, known or unknown,
in law or equity, fixed or contingent, which it or they may now have, or ever had arising from or
in any way connected with his employment relationship or the termination of his employment with
Splinex. This release is intended to be given its broadest possible effect, with respect to all
laws, regulations, ordinances, guidance, directives or any nature or kind. Nothings contained in
the foregoing shall be, or shall be deemed to constitute, a release by Splinex to enforce its or
their rights under the Summary or to enforce its or their rights under this Agreement.



3. (a) The parties hereto understand and agree that, as an express condition of this Agreement,
neither will disclose to others any of the terms of the Summary or this Agreement, except as may be
required by law or legal process and, with respect to Stojda, except that Stojda may reveal the
terms of either to his spouse, or to his financial or legal advisors, as long as any of them
understand that the information is confidential and agree to keep all information confidential.



(b) Stojda shall not take or use for his own purposes or for the purposes of others, any
Information owned or controlled by Splinex or any of its subsidiary or affiliated companies. Stojda
agrees that the foregoing restrictions shall also apply to all (i) Information in Splinex’s
possession belonging to third parties, and (ii) Information conceived, originated, discovered or
developed, in whole or in part, by him while an employee of Splinex. As used herein, “Information”
includes trade secrets and other confidential or proprietary business, technical, personnel or
financial information, whether or not Stojda’s work product, in written, graphic, oral or other
tangible or intangible forms, including but not limited to specifications, samples, records, data,
computer programs, drawings, diagrams, models, customer names, business or marketing plans,
studies, analyses, projections and reports, communications by or to attorneys (including
attorney-client privileged communications), memos and other materials prepared by attorneys or
under their direction (including attorney work product), and software systems and processes. Any
Information that is not readily available to the public shall be considered to be a trade secret
and confidential property, even if it is not specifically marked as such, unless Splinex advises
Stojda otherwise in writing.



This subparagraph shall not apply to any Information which becomes publicly available through
no fault of Stojda’s, which Splinex in writing authorizes him to use or disclose, or which Stojda
discloses in truthful testimony in a legal proceeding or government inquiry.



(c) Nothing contained herein shall or shall be deemed to waive Stojda’s future rights as a
minority stockholder as provided under applicable law, including without limitation Section 242 of
the Delaware General Corporation Law.



4. Neither party has relied on any representations or statements not set forth in this Agreement
with regard to the subject matter, basis or effect of this Agreement or otherwise. This Agreement
may only be amended in writing, signed by Stojda and Splinex’s General Counsel.



5. Stojda acknowledges that he has had 21 days from the date of his receipt of this Agreement to
consider and sign this Agreement. Stojda also understands that he has seven days to revoke this
Agreement after he signs it, and that any such revocation must be in writing and must be received
by Splinex’s General Counsel no later than the last day of the applicable revocation period. The
effective date of this Agreement is the day after the revocation period ends, Stojda understands
that he will not receive the benefits and privileges of this Agreement, which include consideration
to which he would otherwise not be entitled, until the effective date.



7. Stojda understands that any taxes (other than the employer-mandated portion of FICA and FUTA)
which may become due as a result of any payment or transaction contemplated by this Agreement
including the attached Summary are his sole responsibility, and further agrees to hold Splinex
harmless on account thereof. In addition, he agrees that taxes which are due but unpaid may be
setoff against any sums due under this Agreement to the maximum extent allowed by law.



8. This Agreement sets forth the entire agreement between the parties hereto with respect to the
subject matter hereof, except as set forth in the Summary or as set forth in any stock option
agreement, which shall, except as modified in the Summary, govern the terms of any stock options
issued to Stojda by Splinex.



9. (a) STOJDA HAS DISCUSSED ALL ASPECTS OF THIS AGREEMENT WITH AN ATTORNEY AND OTHER ADVISORS OF
HIS CHOICE AND HAS CAREFULLY READ AND FULLY UNDERSTANDS ALL THE PROVISIONS OF THIS AGREEMENT AND HE
VOLUNTARILY AGREES TO ITS TERMS.



THE INDIVIDUAL SIGNING BELOW ON BEHALF OF SPLINEX REPRESENTS THAT HE HAS THE AUTHORITY TO
EXECUTE THIS AGREEMENT ON BEHALF OF SPLINEX AND THAT ALL NECESSARY AUTHORIZATIONS FROM THE
COMPANY’S BOARD OF DIRECTORS AND MAJOR SHREHOLDERS HAVE BEEN OBTAINED.



	 	 	 	 	 
	 	 	 	 	SPLINEX TECHNOLOGY, INC.
	__________________________________
	 	___________________________________
	 
	 	 	 	 
	Michael Stojda
	 	Gerard Herlihy, Chief Financial Officer
	 
	 	 	 	 
	Date:

	 	November 21, 2005
	 	November 21, 2005
	
 
	 	 
	 	 
	 
	 	 	 	 







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