ex10-1.htm


    EXHIBIT
10.1

     

    
      SEPARATION AGREEMENT AND
GENERAL RELEASE

       

      This
Separation Agreement and General Release (this “Agreement”) is made
as of this 31st day of May 2008 (the “Effective Date”), by
and between Jim Patterson (the “Employee”) and Schawk
USA Inc. and its affiliates (collectively, the “Company”), concerning
the termination of the Employee’s employment with the Company.

       

      WHEREAS,
the Employee’s employment as Senior Vice President & Chief Financial Officer
of the Company will be terminated by the Company effective on May 31, 2008 (the
“Separation
Date”); and

       

      WHEREAS,
the Company and the Employee intend that this Agreement shall be in complete
settlement of all rights of the Employee relating to the Employee’s employment
by the Company.

       

      NOW
THEREFORE, in consideration of the mutual promises and agreements set forth
below, the Company and the Employee agree as follows:

       

      1. Separation/Transition.

       

      (a) The
Employee’s employment as Senior Vice President & Chief Financial Officer of
the Company will terminate as of the close of business on the Separation
Date.  Through the Separation Date, the Employee will continue to: (i)
serve as an employee of the Company with the same duties and responsibilities as
before, (ii) be paid the Employee’s currently weekly salary ($5,673.08 per week),
and (iii) be eligible to participate in all benefit plans and programs available
to employees of Schawk USA Inc. generally, in accordance with the terms of such
plans and programs.

       

      (b) From June
1, 2008 through December 31, 2008, or an earlier date as mutually agreed upon by
the Company and the Employee (the “Termination Date”)
(this period shall be referred to as the “Transition Period”),
the Employee will be relieved of his customary duties and responsibilities and
shall no longer report to any office of the Company; provided, however, the
Employee shall make himself available during business hours, as requested by the
Company, for meetings and phone consultation with Company personnel at a maximum
of eight (8) hours per week.  During the Transition Period, the
Employee will: (i) take reasonable and appropriate actions to cooperatively and
smoothly transition the duties and responsibilities of the position of Chief
Financial Officer to his successor, (ii) be paid a weekly salary of $1,200, and (iii) be
eligible to participate in the Company’s medical, dental and vision plans, in
accordance with the terms of such plans and programs.  Any business
expenses properly incurred by the Employee prior to the Termination Date will be
reimbursed in accordance with the Company’s expense reimbursement
policy.

       

      (c) In the
event the Employee voluntarily resigns prior to the Termination Date, the
Employee shall not be eligible for any of benefits or payments provided for in
this Agreement.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      2. Severance
Benefits/Payments. Except as may be
modified by the following provisions of this Section 2, the Company’s obligation
to pay any of the severance benefits/payments set forth in this Section 2 is
conditioned upon the Employee’s: (a) execution and delivery of the a
General Release and Waiver attached as Exhibit A to this
Agreement (the “Release”) during the
21-day period following the Separation Date with such delivery pursuant to
Section 11(d) below, (ii) non-revocation of the Release, and (iii) continued
compliance with all of the terms and conditions of this Agreement.

       

      (a) Severance
Pay.  The Employee shall receive a severance payment equal to
thirteen (13) weeks of base salary at the Employee’s current rate for a total
severance payment of $73,750, which shall
be payable in weekly equal installments during the Transition Period, in lieu of
any earned severance as outlined in the Company’s severance pay
plan.

       

      (b) Equity
Awards.  Subject to Sections 2(b)(i) and (ii) below and
effective as of the Separation Date, the Employee shall forfeit and/or
relinquish any and all interests and rights in and under all unvested equity
awards granted under any plan or program maintained by the
Company.  The Employee’s outstanding equity awards and the treatment
of such awards are summarized on Exhibit  B
hereto.  Other than the awards set forth on Exhibit B hereto, the
Employee acknowledges and agrees that the Employee does not possess, nor is the
Employee entitled to, any other equity awards under any plan or program of the
Company.

       

      (i) All
unexercised options which are vested as of the Separation Date shall continue to
be exercisable for a period of ninety (90) days following the Termination Date,
except the 25,000 options granted to the Employee on February 23, 1999 shall
expire on February 23, 2009.  This expiration treatment is as
documented on Exhibit
B to this Agreement.

       

      (ii) The 4,100
shares of restricted stock granted to the Employee on August 8, 2006 shall vest
on August 8, 2009 as if the Employee was employed by the Company on such
date.  This vesting treatment is as documented on Exhibit B to this
Agreement.

       

      (c) Outplacement
Services.  The Company shall pay up to a maximum of $5,000 for
a national executive outplacement firm chosen by the Company following the
Separation Date to assist the Employee in his transition to new
employment.  The outplacement services firm chosen by the Company is
Scherer, Schneider & Paulick.

       

      (d) Physical
Exam.  The Company shall pay the reasonable fees incurred by
the Employee in connection with a medical physical examination.

       

      (e) Medical
Benefits.  After the Termination Date, the Employee’s
entitlement to continue family medical coverage, which shall include dental,
vision and prescription coverage, under the benefit plans of the Company
operated in the United States will be determined in accordance with the
provisions of COBRA.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      (f) Electronic
Devices.  The Company shall continue to pay the reasonable
monthly Blackberry and Sprint Wireless card service charges incurred by the
Employee through the Termination Date.

       

      3. Termination of
Benefits.  Except as specifically provided in this Agreement
with respect to plans or arrangements specifically identified in this Agreement,
the Employee’s continued participation in all employee benefit plans (pension
and welfare) and compensation plans, including the Company’s 401(k) plan and
deferred compensation plan, will cease as of the Separation Date.  Any
payments made to the Employee pursuant to this Agreement, other than with
respect to the continued payment of salary to the Separation Date, shall be
disregarded for purposes of determining the amount of benefits to be accrued on
behalf of the Employee under any pension or other benefit plan maintained by the
Company.  Nothing contained herein shall limit or otherwise impair the
Employee’s right to receive pension or similar benefit payments which are vested
as of the Separation Date under any applicable tax qualified 401(k) or other tax
qualified benefit plan.

       

      4. No Other
Payments.  The Employee agrees and acknowledges that, other
than as specifically provided for in this Agreement, no additional payments are
due from the Company on any basis whatsoever.

       

      5. Release.  As
part of this Agreement, and in consideration of the additional payments provided
to the Employee in accordance with this Agreement, the sufficiency of which is
hereby acknowledged, the Employee is required to execute the Release within the
21-day period following the Separation Date, deliver the executed Release to the
Company per Section 11(d) below, and not revoke the Release.

       

      6. Assistance with
Claims. The Employee agrees to cooperate with the Company or any
affiliate in the defense, prosecution or evaluation of any pending or potential
claims or proceedings involving or affecting the Company or any affiliate
arising during the period of Employee’s employment with the Company (the “Employment Period”)
or relating to any decisions in which the Employee participated or any matter of
which the Employee had knowledge.  The Employee agrees, unless
precluded by law, to promptly inform the Company if the Employee is asked to
participate (or otherwise become involved) in any claims that may be filed
against the Company or any affiliate relating to the Employment
Period.  The Employee also agrees, unless precluded by law, to
promptly inform the Company if the Employee is asked to assist in any
investigation (whether governmental or private) of the Company or any affiliate
(or their actions) relating to any matter, regardless of whether a lawsuit has
then been filed against the Company or any affiliate with respect to such
investigation.  Employee will attend and participate in meetings and
interviews conducted by Company personnel, and/or attorneys appointed by the
Company and may be represented by counsel who may attend such meetings and
interviews, and execute written affidavits confirming the Employee’s statements
in such meetings in respect of any such matters; provided such meetings do not
unreasonably interfere with the Employee’s employment or self-employment entered
into after the Separation Date.  The Employee will make himself
available for the foregoing at mutually convenient times during business hours
from time to time as reasonably requested by the Company.  Promptly
upon the receipt of the Employee’s written request, the Company agrees to
reimburse the Employee for all reasonable out-of-pocket expenses associated with
such cooperation, including, without

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      limitation,
meals, lodging, travel, and ground transportation expenses; provided, however,
subject to Section 11(k) of this Agreement, that such reimbursement shall
specifically exclude any fees for legal representation engaged by the Employee,
that is not otherwise reimbursable pursuant to the Company’s policies in effect
at such time or the Company’s By-Laws.  The Employee will be
indemnified for such matters as any other former Officer of the Company is
indemnified pursuant to the Company By-Laws.  This Section 6 shall not
preclude the Employee from responding to an inquiry in an honest
manner.

       

      7. Non-Disparagement.

       

      (a) In
accordance with normal ethical and professional standards, the Employee will
refrain from taking actions or making statements, written or oral, which defame
the goodwill or reputation of the Company, or which will constitute willful
misconduct under circumstances where it is reasonable for the Employee or the
Company to anticipate or to expect that the natural consequences of such
statements or conduct by the Employee will adversely affect the business or
reputation of the Company or its affiliates or the morale of its
employees.

       

      (b) The
Company agrees that it will refrain from taking actions or making statements,
written or oral, which defame the goodwill or reputation of the Employee, or
which will constitute willful misconduct under circumstances where it is
reasonable for the Employee or the Company to anticipate or to expect that the
natural consequences of such statements or conduct by the Company will adversely
affect the reputation of the Employee.

       

      (c) The
provisions of this Section 7(a) and 7(b) shall not apply to testimony as a
witness, any disclosure required by law to be made by the Company or the
Employee, or the assertion of or defense against any claim of breach of this
Agreement and shall not require either party to make false statements or
disclosures.

       

      8. Restrictive
Covenants.

       

      (a) Confidentiality.  In
the course of the Employee’s services to the Company through the Termination
Date, the Employee was given access to and otherwise obtained knowledge of
certain trade secrets and confidential and proprietary information pertaining to
the business of the Company and its affiliates.  After the Termination
Date, the Employee will not, directly or indirectly, without the prior written
consent of the Company, disclose or use for the benefit of any person,
corporation or other entity, including himself, any trade secrets or other
confidential or proprietary information concerning the Company or its
affiliates, including, but not limited to, information pertaining to their
clients, services, products, earnings, finances, operations, marketing, methods
or other activities; provided, however, that the foregoing shall not apply to
information which is of public record or is generally known, disclosed or
available to the general public or the industry generally (other than as a
result of the Employee’s breach of this covenant or the breach by another
employee of his or her confidentiality obligations).  Notwithstanding
the foregoing, the Employee may disclose such information as is required by law
during any legal proceeding or to his personal

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      representatives
and professional advisers as is required for purposes of rendering tax or legal
advice, and, with respect to such personal representatives and professional
advisers, the Employee shall inform them of his obligations hereunder and take
all reasonable steps to ensure that such professional advisers do not disclose
the existence or substance thereof.

       

      (b) Non-Solicitation.  Without
the prior written consent of the Company, for a period of twelve (12) months
after the Termination Date, the Employee shall not:

       

      (i) for the
purpose of providing services or products similar to those provided by the
Company in the conduct of the business, directly or indirectly solicit, or
assist any other person in soliciting, any customer of the Company (A) with
whom the Employee had contact during the Employment Period, (B) about which the
Employee learned non-public information during the Employment Period, or
(C) whose account the Employee oversaw during the Employment
Period;

       

      (ii) for
purposes of employment with an entity other than the Company, directly or
indirectly solicit, or assist any other person in soliciting, any person who was
an employee of the Company or its affiliates as of the Termination Date, or any
person who, as of such date, was in the process of being recruited by the
Company or its affiliates to become an employee of the Company or its affiliates
(each such person, a “Protected Employee”),
or induce any Protected Employee to terminate his or her employment with the
Company or its affiliates; or

       

      (iii) hire or
assist another in hiring any Protected Employee who potentially possesses the
Company’s or its affiliate’s confidential information for a position where the
Protected Employee’s knowledge of such information might be harmful to the
Company or its affiliates.

       

      (c) Notwithstanding,
the Employee expressly acknowledges and agrees that the Employee will continue
to remain subject to any other confidentiality, non-solicitation and
non-competition provisions entered into in connection with his employment with
the Company and any other agreement or compensation award with the Company (the
“Covenants”),
and further agrees that the obligations under the Covenants are not limited in
any way by this Agreement or termination from employment with the
Company.

       

      (d) Return of
Materials.  The Employee shall return all documents, records
and property of the Company no later than the Termination
Date.  Without limiting the generality of the foregoing, the Employee
shall return to the Company no later than the Termination Date any and all
original and duplicate copies of all the Employee’s work product and of files,
calendars (except for personal calendars), books, records, notes, notebooks,
customer lists and proposals to customers, manuals, computer equipment
(including any desktop and/or laptop computers, handheld computing devices, home
systems, computer disks and diskettes), mobile telephones (including SIM cards
and the

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      like),
Blackberry devices, personal data assistants (PDAs), fax machines, and any other
magnetic and other media materials the Employee has in the Employee’s possession
or under the Employee’s control that belong to the Company that contain
confidential or proprietary information concerning the Company or their clients
or operations; provided, however, upon turning over any product or files
contained within, ownership of the Company provided laptop computer, Blackberry
device, Sprint
Wireless card, monitor, docking station & keyboard shall revert to
the Employee.

       

      (e) Subject
to the foregoing provisions of this Section 8, the Company will continue to have
the right to enforce such obligations of the Covenants.

       

      9. Withholding for
Taxes.  All benefits and payments provided to the Employee
pursuant to this Agreement, which are required to be treated as compensation
shall be subject to all applicable tax withholding and reporting
requirements.

       

      10. Attorneys
Fees.  In the event of any dispute with respect to a breach or
asserted breach of this Agreement, each party shall be responsible for its own
attorneys’ fees and expenses.

       

      11. Miscellaneous.

       

      (a) Binding Effect. This
Agreement shall be binding upon each of the parties and upon their respective
heirs, administrators, representatives, executors, successors and assigns, and
shall inure to the benefit of each party and to their heirs, administrators,
representatives, executors, successors and assigns.

       

      (b) Applicable Law. This
Agreement shall be construed in accordance with the laws of the State of
Illinois, without regard to the conflict of law provisions of any
jurisdiction.

       

      (c) Entire Agreement.
This Agreement reflects the entire agreement between the Employee and the
Company and, except as specifically provided herein, supersedes all prior
agreements and understandings, written or oral relating to the subject matter
hereof, it being acknowledged, however, that the Employee shall continue to be
subject to the Covenants.  To the extent that the terms of this
Agreement (including any Exhibits to this Agreement) are to be determined
under, or are to be subject to, the terms or provisions of any other document,
this Agreement (including any Exhibits to this Agreement) shall be deemed
to incorporate by reference such terms or provisions of such other
documents.

       

      (d) Notices. Any notice
pertaining to this Agreement shall be in writing and shall be deemed to have
been effectively given on the earliest of (a) when received, (b) upon
personal delivery to the party notified, (c) one business day after
delivery via facsimile with electronic confirmation of successful transmission,
(d) one business day after delivery via an overnight courier service or
(e) five days after deposit with the United Postal Service, and addressed
as follows:

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      
        	 	
                To
      the Employee at:

              	
                1536
      Placer Court

                Naperville,
      IL 60565

                 

                Or
      such other address as Employee duly notifies the Company

                 

              
	 	
                to
      the Company at:

              	
                Schawk
      USA Inc.

                HR
      Service Center

                1695
      River Road

                Des
      Plaines, IL 60018

                Attn:
      Jennifer Erfurth

                Fax:
      (847) 827-1264

              


      

      


      (e) Waiver of Breach. The
waiver by either party to this Agreement of a breach of any provision of this
Agreement shall not operate as or be deemed a waiver of any subsequent breach by
such party.  Continuation of benefits hereunder by the Company
following a breach by the Employee of any provision of this Agreement shall not
preclude the Company from thereafter exercising any right that it may otherwise
independently have to terminate said benefits based upon the same
violation.

       

      (f) Amendment. This
Agreement may not be modified or amended except by a writing signed by the
parties to this Agreement.

       

      (g) Counterparts. This
Agreement may be signed in multiple counterparts, each of which shall be deemed
an original.  Any executed counterpart returned by facsimile shall be
deemed an original executed counterpart.

       

      (h) No Third Party
Beneficiaries. Unless specifically provided herein, the provisions of
this Agreement are for the sole benefit of the parties to this Agreement and are
not intended to confer upon any person not a party to this Agreement any rights
hereunder.

       

      (i) Severability.  If
any provision of this Agreement as applied to any party or to any circumstance
should be adjudged by a court of competent jurisdiction to be void or
unenforceable for any reason, the invalidity of that provision shall in no way
affect (to the maximum extent permissible by law) the application of such
provision under circumstances different from those adjudicated by the court, the
application of any other provision of this Agreement, or the enforceability or
invalidity of this Agreement as a whole.  Should any provision of this
Agreement become or be deemed invalid, illegal or unenforceable in any
jurisdiction by reason of the scope, extent or duration of its coverage, then
such provision shall be deemed amended to the extent necessary to conform to
applicable law so as to be valid and enforceable or, if such provision cannot be
so amended without materially altering the intention of the parties, then such
provision will be stricken and the remainder of this Agreement shall continue in
full force and effect.

       

      (j) Admissions. Nothing
in this Agreement is intended to be, or will be deemed to be, an admission of
liability by the Employee or the Company to each other, or

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      an
admission that they or any of their agents, affiliates, or employees have
violated any state, federal or local statute, regulation or ordinance or any
principle of common law of any jurisdiction, or that they have engaged in any
wrongdoing towards each other.

       

      (k) Indemnification. The
Employee shall be eligible for indemnification by the Company to the extent
provided to other former executives of the Company under any policy of insurance
obtained by the Company or as may be required by Illinois law.

       

      (l) Internal Revenue Code
Section 409A.  It is intended
that any amounts payable under this Agreement and the Company’s and Employee’s
exercise of authority or discretion hereunder shall comply with Section 409A of
the Internal Revenue Code of 1986, as amended (the “Code”), including the
Treasury regulations and other published guidance relating thereto, so as not to
subject the Employee to the payment of any interest or additional tax imposed
under Code Section 409A.  To the extent any amount payable to Employee
from the Company, per this Agreement or otherwise, would trigger the additional
tax imposed by Code Section 409A, the payment arrangements shall be modified to
avoid such additional tax.  This provision includes, but is not
limited to, Treasury Regulation Section 1.409A-3(g)(2), relating to a six-month
delay in payment of deferred compensation to a “specified employee” (as defined
in the Treasury Regulations under Section 409A) upon a separation from
service.

       

      (m) Unemployment Insurance
Benefits.  The Employee may apply for unemployment insurance
benefits.  The Company will not contest the Employee’s application for
unemployment insurance benefits.

       

      [signature
page follows]

       

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      IN
WITNESS WHEREOF, this Separation Agreement and General Release has been duly
executed as of the Effective Date.

       

       

      
         

        
          	 
      	
                  SCHAWK
      USA INC.

                   

                   

                  By: /s/Alex
      Sarkisian                                                                                    
        

                  Name: 
      Alex Sarkisian

                  Title:  Executive Vice President & Chief
      Operating Officer

                


        

         

         

         

         

        
          	 
      	
                  EMPLOYEE

                   

                   

                  /s/James
      J. Patterson                                                 
      

                  Jim
      Patterson

                


        

         

         

      

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      Exhibit A

       

      GENERAL RELEASE AND
WAIVER

       

      1. This
document (the “Release”) is attached
to, is incorporated into, and forms a part of, a Separation Agreement and
General Release, dated May 31, 2008 (the
“Agreement”) by
and between Schawk USA Inc. (the “Company”) and Jim
Patterson (the “Employee”).  Except
for (i) a Claim (as defined below) based upon a breach of the Agreement,
(ii) a Claim which is expressly preserved by the Agreement, (iii) a
Claim duly filed pursuant to the group welfare and retirement plans of the
Company, or (iv) a claim filed pursuant to any policy of liability
insurance or the Company’s By-Laws, the Employee, on behalf of himself and the
other Employee Releasors (as defined below), releases and forever discharges the
Company and the other Company Releasees (as defined below) from any and all
Claims which the Employee now has or claims, or might hereafter have or claim,
whether known or unknown, suspected or unsuspected (or the other Employee
Releasors may have, to the extent that it is derived from a Claim which the
Employee may have), against the Company Releasees based upon or arising out of
any matter or thing whatsoever, from the beginning of time to the date affixed
beneath the Employee’s signature on this General Release and Waiver and shall
include, without limitation, Claims (other than those specifically excepted
above) arising out of or related to his employment with the Company, and
Claims arising
under (or alleged to have arisen under) (a) the Age Discrimination in
Employment Act of 1967, as amended; (b) Title VII of the Civil Rights Act
of 1964, as amended; (c) The Civil Rights Act of 1991;
(d) Section 1981 through 1988 of Title 42 of the United States Code,
as amended; (e) the Employee Retirement Income Security Act of 1974, as
amended; (f) The Immigration Reform Control Act, as amended; (g) The
Americans with Disabilities Act of 1990, as amended; (h) The National Labor
Relations Act, as amended; (i) The Occupational Safety and Health Act, as
amended; (j) any state or local anti-discrimination law; (k) any other
local, state or federal law, regulation or ordinance; (l) any public
policy, contract, tort, or common law; or (m) any allegation for costs,
fees, or other expenses including attorneys’ fees incurred in these
matters.  The Employee further releases any rights to recover damages
or other personal relief based on any claim or cause of action filed on the
Employee’s behalf in court or any agency.

       

      2. For
purposes of this Release, the terms set forth below shall have the following
meanings:

       

      (a) The term
“Claims” shall include any and all rights, claims, demands, debts, dues, sums of
money, accounts, attorneys’ fees, experts’ fees, complaints, judgments,
executions, actions and causes of action of any nature whatsoever, cognizable at
law or equity.

       

      (b) The term
“Company Releasees” shall include the Company and its affiliates and their
current, former and future officers, directors, trustees, members, employees,
shareholders, partners, assigns and administrators and fiduciaries under any
employee benefit plan of the Company and of any affiliate, and insurers, and
their predecessors and successors.

       

      (c) The term
“Employee Releasors” shall include the Employee, and his family, heirs,
executors, representatives, agents, insurers, administrators, successors,
assigns, and any other person claiming through the Employee.

       

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      3. The
Employee acknowledges that:  (a) the Employee has read and understands
this Release and the Agreement in their entirety; (b) the payments and other
benefits provided to the Employee under the Agreement exceed the nature and
scope of that to which the Employee would otherwise have been entitled to
receive from the Company; (c) the Employee has been advised in writing to
consult with an attorney about this Release and the Agreement before signing and
has had ample opportunity to do so; (d) the Employee has been given twenty-one
(21) days to consider this Release and the Agreement before signing; (e) the
Employee has the right to revoke this Release in full within seven (7) calendar
days of signing it by providing written notice to the Company per the notice
provisions of Section 11(d) of the Agreement, and that this Release and the
Agreement shall not become effective until that seven (7)-day revocation period
has expired; and (f) the Employee enters into this Release knowingly and
voluntarily, without duress or reservation of any kind, and after having given
the matter full and careful consideration.

       

      * * *
*

       

       

       

      
        	 
      	
                 

                /s/James
      J. Patterson                                                 
      

                Jim
      Patterson

                 

                Date: 
      June 3,
      2008                                                       

              


      

       

       

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      Exhibit
B

      


      NON-QUALIFIED STOCK
OPTIONS

      


      
        	
                Grant
      Date

              	
                Number
      of Shares

              	
                Grant
      Type

              	
                Option
      Exercise Price

              	
                Forfeited
      as of Separation Date

              	
                Vested/Exercisable
      as of Separation Date

              	
                Expiration
      of Vested/Exercisable Options

              
	
                2/23/99

              	
                21,638

              	
                ISO
      (1)

              	
                $9.4375

              	
                0

              	
                21,638

              	
                2/23/09

              
	
                2/23/99

              	
                3,362

              	
                NQSO
      (2)

              	
                $9.4375

              	
                0

              	
                3,362

              	
                2/23/09

              
	
                2/22/00

              	
                13,997

              	
                ISO

              	
                $7.625

              	
                0

              	
                13,997

              	
                90
      days after Termination Date

              
	
                2/22/00

              	
                11,003

              	
                NQSO

              	
                $7.625

              	
                0

              	
                11,003

              	
                90
      days after Termination Date

              
	
                2/27/01

              	
                15,188

              	
                ISO

              	
                $8.90

              	
                0

              	
                15,188

              	
                90
      days after Termination Date

              
	
                2/27/01

              	
                19,812

              	
                NQSO

              	
                $8.90

              	
                0

              	
                19,812

              	
                90
      days after Termination Date

              
	
                3/5/02

              	
                10,405

              	
                ISO

              	
                $9.61

              	
                0

              	
                10,405

              	
                90
      days after Termination Date

              
	
                3/5/02

              	
                39,595

              	
                NQSO

              	
                $9.61

              	
                0

              	
                39,595

              	
                90
      days after Termination Date

              
	
                2/27/03

              	
                39,155

              	
                NQSO

              	
                $9.22

              	
                0

              	
                39,155

              	
                90
      days after Termination Date

              
	
                2/27/03

              	
                3,615

              	
                ISO

              	
                $9.22

              	
                0

              	
                3,615

              	
                90
      days after Termination Date

              
	
                2/27/03

              	
                7,230

              	
                ISO

              	
                $9.22

              	
                0

              	
                7,230

              	
                90
      days after Termination Date

              
	
                3/2/04

              	
                7,017

              	
                ISO

              	
                $14.25

              	
                0

              	
                7,017

              	
                90
      days after Termination Date

              
	
                3/2/04

              	
                62,948

              	
                NQSO

              	
                $14.25

              	
                0

              	
                62,948

              	
                90
      days after Termination Date

              
	
                3/2/04

              	
                35

              	
                ISO

              	
                $14.25

              	
                0

              	
                35

              	
                90
      days after Termination Date

              
	
                4/7/05

              	
                5,340

              	
                ISO

              	
                $18.725

              	
                0

              	
                5,340

              	
                90
      days after Termination Date

              
	
                4/7/05

              	
                64,660

              	
                NQSO

              	
                $18.725

              	
                0

              	
                64,660

              	
                90
      days after Termination Date

              
	
                8/8/06
      (3)

              	
                20,400

              	
                NQSO

              	
                $17.43

              	
                13,600

              	
                6,800

              	
                90
      days after Termination Date

              
	
                3/23/07
      (4)

              	
                16,242

              	
                ISO

              	
                $18.47

              	
                10,828

              	
                5,414

              	
                90
      days after Termination Date

              
	
                3/23/07
      (4)

              	
                6,358

              	
                ISO

              	
                $18.47

              	
                4,239

              	
                2,119

              	
                90
      days after Termination Date

              
	
                TOTAL

              	
                368,000

              	 
      	 
      	
                28,667

              	
                339,333

              	 
      


      

      
 

      
        
          
          

        

        
           

          
            

          

        

        
          
          

        

      

       

      (1) ISO
means an Incentive Stock Option.

      


      (2) NQSO
means a Non-Qualified Stock Option.

      


      (3) This
award vests ratably over 3 years:  (1) 1/3 on 8/8/07, (2) 1/3 on
8/8/08 and (3) 1/3 on 8/8/09.

      


      (4) This
award vests ratably over 3 years:  (1) 1/3 on 3/23/08, (2) 1/3 on
3/23/09 and (3) 1/3 on 3/23/10.

      


      


      


      


      RESTRICTED
STOCK

      


      


      
        	
                Grant
      Date

              	
                Number
      of Shares

              	
                Vested
      as of Separation Date

              	
                Forfeited
      as of Separation Date, Absent Section 2(b)(ii) Vesting

              	
                Shares
      Subject to Continued Vesting Post-Separation Date

              	
                Total
      to be Vested

              
	
                8/8/06
      (5)

              	
                4,100

              	
                0

              	
                4,100

              	
                4,100
      (7)

              	
                4,100

              
	
                3/23/07
      (6)

              	
                3,800

              	
                0

              	
                3,800

              	
                0

              	
                0

              
	
                TOTAL

              	
                7,900

              	
                0

              	
                7,900

              	
                4,100

              	
                4,100

              


      

      


      (5) This
award is subject to a three year cliff vesting schedule with 100% vesting on
8/8/09.

      


      (6) This
award is subject to a three year cliff vesting schedule with 100% vesting on
3/23/10.

      


      (7)
Pursuant to Section 2(b)(ii) of the Agreement, on August 8, 2009, the Employee
will vest in his 4,100 shares of restricted stock as if he was employed by the
Company on such date.