THAT AS OF THE
TERMINATION DATE, THE VESTED OPTION SHARES TOTAL ONE HUNDRED FORTY-THREE
THOUSAND, SEVEN HUNDRED AND FIFTY (143,750) SHARES (WHICH INCLUDES THE
ADDITIONAL TWELVE MONTHS OF VESTING DESCRIBED IN THE PRECEDING SENTENCE).
TO
THE EXTENT OPTION SHARES ARE NOT VESTED ON THE TERMINATION DATE, THEY SHALL BE
TREATED IN ACCORDANCE WITH THE STOCK AGREEMENTS UPON THE TERMINATION DATE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE STOCK AGREEMENTS, EXECUTIVE
SHALL HAVE THE RIGHT TO EXERCISE HIS VESTED STOCK OPTIONS UNTIL SIX (6) MONTHS
FOLLOWING THE TERMINATION DATE (FEBRUARY 28, 2006).
(C)
BENEFITS.
EXECUTIVE'S HEALTH INSURANCE BENEFITS UNDER COMPANY
PLANS SHALL CEASE AS OF AUGUST 31, 2005, SUBJECT TO EXECUTIVE'S RIGHT TO
CONTINUE HIS AND HIS FAMILY'S HEALTH INSURANCE UNDER CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT ("COBRA").
THE COMPANY AGREES THAT IN THE EVENT EXECUTIVE
ELECTS COBRA CONTINUATION COVERAGE, THE COMPANY SHALL PAY ANY COBRA PREMIUMS FOR
A PERIOD NOT TO EXCEED SIX (6) MONTHS, UNLESS EXECUTIVE OBTAINS COMPARABLE
COVERAGE WITH A NEW EMPLOYER PRIOR TO THE EXPIRATION OF SAID SIX (6) MONTHS (IN
WHICH EVENT EXECUTIVE AGREES TO IMMEDIATELY NOTIFY COMPANY OF SAID EVENT).
EXECUTIVE'S PARTICIPATION IN ALL OTHER BENEFITS AND INCIDENTS OF EMPLOYMENT WITH
COMPANY, EXCEPT AS PROVIDED HEREIN, SHALL CEASE ON THE TERMINATION DATE.
EXECUTIVE SHALL CEASE ACCRUING EXECUTIVE BENEFITS, INCLUDING, BUT NOT LIMITED
TO, VACATION TIME AND PAID TIME OFF AS OF THE TERMINATION DATE.
(D)
OFFICE PHONE MESSAGE, EMAIL ACCESS, AND PDA.
UNTIL SEPTEMBER 30,
2005, EXECUTIVE'S OFFICE TELEPHONE MESSAGE FOR INCOMING CALLS SHALL STATE THAT
EXECUTIVE IS NO LONGER EMPLOYED WITH THE COMPANY, AND PROVIDE EXECUTIVE'S
FORWARDING TELEPHONE NUMBER.
FURTHER UNTIL SEPTEMBER 30, 2005, EXECUTIVE SHALL
CONTINUE TO HAVE ACCESS TO HIS COMPANY EMAIL BOX, AND HAVE THE USE OF PDA DEVICE
MOBILE SUITE SOFTWARE.
(E)
FURTHER BONUS PAYMENT.
THE COMPANY WILL PAY EXECUTIVE A LUMP-SUM
BONUS PAYMENT OF TEN THOUSAND DOLLARS ($10,000).
THIS PAYMENT WILL BE MADE TO
EXECUTIVE ON THE EFFECTIVE DATE.
EXECUTIVE UNDERSTANDS THAT THE COMPANY WILL
ISSUE TO HIM A FORM W-2 IN CONNECTION WITH SAID PAYMENT.
(F)
EXPENSE REIMBURSEMENT.
PROVIDED EXECUTIVE SUBMITS APPROPRIATE
DOCUMENTATION, THE COMPANY WILL PROMPTLY REIMBURSE HIS REASONABLE BUSINESS
EXPENSES IN ACCORDANCE WITH PAST PRACTICES.
EXECUTIVE WILL USE HIS COMMERCIALLY
REASONABLE BEST EFFORTS TO SUBMIT ALL SUCH DOCUMENTATION BY SEPTEMBER 30, 2005
2
(G)
REIMBURSEMENT OF LEGAL FEES.
THE COMPANY AGREES TO REIMBURSE
EXECUTIVE REASONABLE LEGAL FEES IN CONNECTION WITH THE REVIEW OF THIS AGREEMENT,
PROVIDED THAT SAID FEE REIMBURSEMENT SHALL NOT EXCEED $5,000.
(H)
INTELLISYNC EQUIPMENT.
EXECUTIVE MAY RETAIN AS HIS OWN PROPERTY
THE COMPANY ISSUED DELL LAPTOP COMPUTER, AND THE TREO 650 CELL PHONE/PDA (THE
"COMPANY EQUIPMENT") IN HIS POSSESSION.
EXECUTIVE WILL IMMEDIATELY TRANSFER THE
CELLULAR SERVICE FOR THE TREO 650 TO HIS NAME.
EXECUTIVE AGREES TO EXPUNGE ALL
COMPANY RELATED INFORMATION FROM THE COMPANY EQUIPMENT ON OR BEFORE SEPTEMBER 7,
2005, AND ALSO CONFIRM IN WRITING BY THAT DATE THAT HE HAS DONE SO.
3.
CONFIDENTIAL INFORMATION.
EXECUTIVE SHALL CONTINUE TO MAINTAIN
THE CONFIDENTIALITY OF ALL "PROPRIETARY INFORMATION" OF COMPANY AS DEFINED IN