WWW.EXFILE.COM, INC. -- 14015 -- AMERICAN POWER CONVERSION CORP. -- EXHIBIT 10.1 TO FORM 8-K


    

      


      EXHIBIT
        10.1

      


      


      
        	 	November 29,
                2005 


      

       

      Edward
        D.
        Bednarcik

      3
        Howland
        Farm Road

      East
        Greenwich, RI 02818

      


      Dear
        Ed:

      


      This
        will
        confirm that you have resigned your employment with American Power Conversion
        Corporation and its subsidiaries (collectively “APC” or the “Company”) to pursue
        other interests, effective as of November
        28, 2005
        (the
“Resignation Date”). As of the Resignation Date, your salary has ceased, and any
        entitlement you had or might have had under an APC-provided benefit plan,
        program or practice terminates, except as otherwise required by federal or
        state
        law. This letter agreement (“Agreement”) spells out the terms of your separation
        from employment with APC.

      


      1.    In
        consideration for your execution of this Agreement, including specifically
        the
        release provisions in Section 3, APC agrees to the following:

      


      (a)    You
        will
        be paid an aggregate of $320,000 in severance pay, minus any applicable federal,
        state and/or local taxes, deductions and withholdings, and any other agreed-upon
        deductions, in accordance with APC’s normal payroll practices, in four (4) equal
        quarterly installments of $80,000 each, commencing in the first pay period
        following APC’s receipt of this Agreement signed by you, and thereafter on the
        last business day of each of March 2006, June 2006 and September 2006.


      


      (b)    You
        will
        be paid 86% of the calendar year 2005 executive cash bonus payout which you
        would have received in 2006 had your employment not terminated. Such payment
        shall be made on or before March 15, 2006.

      


      (c)    You
        have
        the right under federal legislation, commonly referred to as “COBRA”, to
        continue participation in APC’s group health insurance plans (medical, dental)
        at your expense for a period of up to 18 months after termination of employment
        with APC, subject to limitations on that right imposed by COBRA. Although
        not
        obligated to do so, APC will pay your health insurance premiums for the twelve
        (12) months that follow the month in which the Resignation Date falls or
        until
        you are eligible for other health insurance coverage by virtue of becoming
        employed, whichever comes first, provided that you agree to notify the Vice
        President-Human Resources of APC in writing within two (2) business days
        following your acceptance of any such employment. At the conclusion of the
        12-month period, you will be permitted to continue participation in the group
        health insurance plans by payment of the entire appropriate monthly premium
        for
        the remainder of the 18-month COBRA period (subject to the limitations on
        that
        right imposed by COBRA). You understand that, in accordance with COBRA, APC’s
        obligations under this paragraph may terminate in any event if you are not
        eligible or become covered by another health insurance plan prior to the
        end of
        the 18-month period following your termination of employment. Documents relating
        to your COBRA rights will be provided separately.

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.    You
        understand and agree that the payments and benefits offered to you in Section
        1
        of this Agreement are in addition to any payments or benefits to which you
        are
        otherwise entitled because of your employment with the Company.

      


      3. (a)    In
        exchange
        for the amounts described in Section 1 of this Agreement, and other good
        and
        valuable consideration, you knowingly and voluntarily agree that you, your
        representatives, agents, estate, heirs, successors and assigns absolutely
        and
        unconditionally release, indemnify, hold harmless and forever discharge the
        Company and its parent, subsidiaries, divisions, affiliates, successors and/or
        assigns and their respective current and/or former officers, directors,
        shareholders, agents, and employees, both individually and in their official
        capacities (collectively referred to throughout this Agreement as the
“Releasees”), of and from any and all actions, causes of action, suits, claims,
        complaints, liabilities, agreements, promises, contracts, torts, damages,
        controversies, judgments, rights and demands, whether existing or contingent,
        known or unknown, which you have or may have against the Releasees, including,
        but not limited to: (i) any and all claims arising out of or in connection
        with
        your employment, change in employment, resignation or termination; (ii) any
        and
        all claims based on any federal, state or local law, constitution or regulation
        dealing with employment, employment discrimination, retaliation and/or
        employment benefits such as those laws or regulations concerning discrimination
        on the basis of race, color, creed, religion, age, sex, sex harassment, sexual
        orientation, marital status, national origin, ancestry, handicap or disability,
        family or medical leave, veteran status or any military service or application
        for military service; (iii) any and all claims based on any alleged public
        policy, contract (whether oral or written, express or implied), tort, or
        any
        other statutory or common law claim of any nature whatsoever; and/or (iv)
        any
        allegation for costs, fees, or other expenses including attorneys’ fees incurred
        in these matters. This provision is intended by you to be all-encompassing
        and
        to act as a full and total release of any and all claims, whether specifically
        enumerated herein or not, that you and your representatives, agents, estate,
        heirs, successors and assigns have, may have or have had against the Releasees
        from the beginning of the world to the date of this Agreement.


      


      (b)    You
        not only release and discharge the Releasees from any and all claims as stated
        above that you could make on your own behalf or on behalf of others, but
        you
        also specifically waive any right to recover any award(s) as a member of
        any
        class in a case in which any claim(s) against the Releasees are made, including,
        without limitation, claims involving any matters arising out of your employment
        with, change in employment status with, or resignation/termination from
        employment with APC.

      


      (c)    The
        amounts
        set forth above in Section 1 shall be complete and unconditional payment,
        settlement, accord and/or satisfaction with respect to all obligations and
        liabilities of Releasees to you, including, without limitation, all claims
        for
        wages, salary, draws, incentive pay, bonuses, stock and stock options,
        restricted stock or restricted stock units, commissions, severance pay, any
        and
        all other forms of compensation or benefits, attorney’s fees, or other costs or
        sums.

       

      4.    By
        signing
        this Agreement, you understand and agree: (a) that this Agreement sets forth
        the
        entire agreement between you and APC and supersedes all other agreements,
        representations, and or understandings, whether oral or written, with respect
        to
        the subject matter herein; (b) that nothing in this Agreement is intended
        to
        mean that APC has engaged in any wrongdoing or unlawful conduct; (c) that
        you
        will not disclose the existence or the contents of this Agreement to anyone
        but
        your attorney, advisor or spouse, provided that nothing in this 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      Agreement
        shall bar you from providing truthful testimony in any legal proceeding or
        cooperating with any governmental agency, however, you understand and agree
        that
        APC may publicly disclose your resignation and the existence of this Agreement
        and/or its contents; (d) that you will continue to be bound by your obligations
        under the Employee Non-Disclosure and Development Agreement, or other agreement
        of similar title or content, between you and APC, which shall remain in full
        force and effect in accordance with its terms; (e) that this Agreement can
        be
        modified only in a written agreement signed by you and APC; and (f) that
        this
        Agreement shall be interpreted pursuant to its fair meaning and shall not
        be
        strictly construed for or against either party. 

      


      5.    In
        addition
        to the above, and in consideration of the amounts described in Section 1
        of this
        Agreement, by signing this Agreement you agree (i) not to make disparaging,
        critical or otherwise detrimental comments, in any form, forum or media,
        to any
        person or entity concerning APC and its officers, directors, shareholders,
        trustees, or employees, concerning the services or programs provided or to
        be
        provided by APC, concerning the business affairs or the financial condition
        of
        APC, or concerning the circumstances surrounding your employment with and/or
        separation from APC; (ii) for a period of one (1) year from the Resignation
        Date, not to, directly or indirectly, alone or as a consultant, partner,
        officer, director, employee, joint venturer, lender or stockholder of any
        entity, recruit, solicit for hire, hire or knowingly permit any company or
        business organization in which you are employed or which is directly or
        indirectly controlled by you to recruit, solicit for hire or hire, any APC
        employee, agent, representative or consultant, or any such person who has
        terminated his/her relationship with APC within six months following the
        Resignation Date; and (iii) not at any time, whether during or after the
        Resignation Date, use, permit to be used or reveal to any person or entity
        any
        of the trade secrets or confidential information concerning the organization,
        personnel, business, technology or finances of the APC or any third party
        which
        APC is under an obligation to keep confidential (including, but not limited
        to,
        trade secrets or confidential information respecting products, designs, systems,
        processes, software programs, marketing plans and/or strategies, sales plans
        and/or strategies, information regarding APC’s employees, customer lists,
        customer profiles and any other information collected by and/or created by
        APC
        regarding customers, and other projects, plans and proposals). 

       

      6.    You
        understand that, whether or not you sign this Agreement, you must immediately
        return to APC all property of APC in your possession or control, including,
        but
        not limited to, company records, files, laptop computers, cellular telephones,
        credit cards, keys and security badges.

      


      7.    You
        confirm that no charge, complaint or action filed by you or on your behalf
        against the Releasees exists in any forum or form.

      


      8.    In
        connection with the resignation of your employment with APC, you confirm
        that
        such resignation includes your resignation as Vice President, Global Sales
        of
        APC, as well as resignation as an officer and/or director of any subsidiary
        or
        affiliate of APC.

      


      9.    In
        addition
        to the above, and in consideration of the amounts described in Section 1
        of this
        Agreement, by signing this Agreement you agree until the last business day
        of
        September 2006 to cooperate with the Company and provide reasonable assistance
        with respect to the defense of any actions, causes of action, suits, claims,
        charges and complaints made against the Company prior to or following the
        Resignation Date in which you are involved, have knowledge, or may be deposed
        or
        called to serve as a witness. The Company agrees to reimburse you for any
        reasonable expenses incurred by you in complying with this Section 9. You
        understand and agree 

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      that
        in
        the event you fail to comply with this Section 9 you will not be entitled
        to
        receive any further payments under Section 1 of this Agreement.

      


      10.    This
        Agreement shall be governed by and construed in accordance with the laws
        of the
        State of Rhode Island, without regard to its conflict of laws provision.
        Should
        any provision of the Agreement be declared unenforceable by any court of
        competent jurisdiction and cannot be modified to be enforceable, excluding
        the
        general release language contained in Section 3, such provision shall
        immediately become null and void, leaving the remainder of this Agreement
        in
        full force and effect. This Agreement cannot be assigned by you and shall
        inure
        to the benefit of APC’s successors and assigns. 

      


      11.    If
        this
        Agreement correctly states the understanding we have reached, please indicate
        your acceptance by countersigning the enclosed copy and returning it to me
        by
        December 2, 2005.

      


      
        	 	 	 
	 	
                Very
                  truly yours,

              
	 
 	 
 	 
 
	 	By:  	/s/ Andrew
                Cole
	 	
                
Andrew
                Cole,
	 	
                Vice
                  President - Human Resources &

                Organizational
                  Development

              


      

       

      


      I
        acknowledge that I have read the foregoing Agreement, and that I carefully
        considered and fully understand the terms and conditions of such Agreement.
        I
        acknowledge that I am signing this Agreement knowingly and voluntarily. In
        entering into this Agreement, I do not rely on any representation, promise
        or
        inducement made by APC, the Releasees or their attorneys, with the exception
        of
        the consideration described in this document.

      


      ACCEPTED:

      


      


      


      
        	/s/ Edward D.
                Bednarcik 	December 2, 2005  
	Signature 	    Date