COMPANY; AND (III) REIMBURSEMENT FOR CELLULAR
PHONE SERVICE IN AN AMOUNT NOT TO EXCEED $200 PER MONTH FOR THE SIX-MONTH PERIOD
FOLLOWING THE SEPARATION DATE (IT BEING UNDERSTOOD THAT YOU SHALL BE ALLOWED TO
CONTINUE TO USE YOUR CURRENT CELLULAR TELEPHONE NUMBER THROUGH SUCH PERIOD AND
THAT YOU SHALL BE RESPONSIBLE FOR ANY MONTHLY PAYMENT OBLIGATIONS IN EXCESS OF
$200).
The parties acknowledge that, as of the Separation Date, 1.5 million of the
options granted to you pursuant to the Executive Time Vesting Stock Option
Agreement dated March 4, 2002 are fully vested and the time period during which
these vested options can be exercised following the Separation Date shall be
eighteen (18) months.
All unvested options awarded to you by the Company shall
expire and be forfeited as of the Separation Date.
BESIDES THE FOREGOING, YOU HAVE NO OTHER ENTITLEMENT TO PAYMENT, COMPENSATION,
GRANT OF EQUITY, GRANT OF RESTRICTED STOCK UNITS, OR ANY OTHER BENEFITS FROM THE
COMPANY UPON YOUR RESIGNATION AS OF THE SEPARATION DATE.
YOU ALSO HEREBY AGREE
TO RELINQUISH, AND CONSENT TO THE CANCELLATION BY THE COMPANY OF, THE GRANT OF
OPTIONS TO ACQUIRE 1.4 MILLION SHARES OF THE COMPANY'S STOCK MADE TO YOU IN
MARCH 2004, WHICH GRANT SHALL BE CANCELLED AND TERMINATED AS OF THE EFFECTIVE
DATE.
YOU UNDERSTAND THAT THE PAYMENTS, STOCK AND BENEFITS YOU RECEIVE PURSUANT
TO THIS AGREEMENT ARE SUBJECT TO (I) YOUR EXECUTION OF THIS AGREEMENT AND (II)
YOUR COMPLIANCE WITH YOUR OBLIGATIONS HEREUNDER.
3.
YOU ACKNOWLEDGE THAT AS OF THE
SEPARATION DATE, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT AND AS SET FORTH
IN SECTION 2, YOU WILL NOT BE ENTITLED TO ANY OTHER PAYMENTS, DISTRIBUTIONS,
BONUSES, SEVERANCE, BENEFITS OR PERQUISITES FROM THE COMPANY OR ANY OF ITS
RESPECTIVE AFFILIATES INCLUDING BUT NOT LIMITED TO, SALARY, BONUS, AND GROUP
HEALTH BENEFITS (OTHER THAN COBRA RIGHTS TO CONTINUE GROUP MEDICAL COVERAGE AT
YOUR EXPENSE AND ANY CONVERSION RIGHTS TO WHICH YOU MAY BE ENTITLED UNDER LAW
WITH RESPECT TO CONTINUING LONG-TERM DISABILITY INSURANCE
2
COVERAGE AT YOUR EXPENSE); PROVIDED, NOTHING CONTAINED HEREIN SHALL BE DEEMED A
WAIVER BY YOU OF ANY VESTED BENEFITS UNDER ANY EMPLOYEE RETIREMENT OR WELFARE
BENEFIT PLAN MAINTAINED BY THE COMPANY.
ANY CONVERSION RIGHTS YOU MAY HAVE WITH
RESPECT TO GROUP LIFE AND/OR DISABILITY INSURANCE PLANS AND POLICIES SHALL
REMAIN SUBJECT TO THE TERMS AND CONDITIONS OF SUCH PLANS AND POLICIES.
4.
YOU SHALL BE ALLOWED TO PURCHASE THE
LAPTOP COMPUTER ISSUED TO YOU BY THE COMPANY AT ITS CURRENT "BOOK VALUE" WHICH
THE PARTIES AGREE SHALL BE $200, PROVIDED YOU FIRST DELIVER SUCH LAPTOP TO THE
COMPANY SO THAT ANY AND ALL COMPANY MATERIALS AND INFORMATION, INCLUDING ANY
"CONFIDENTIAL INFORMATION" (AS DEFINED IN SECTION 6 OF THE EMPLOYMENT
AGREEMENT), CAN BE REMOVED FROM SUCH COMPUTER'S FILES AND HARD DRIVE.
5.
YOU REPRESENT AND WARRANT TO THE
COMPANY THAT AS OF THE EFFECTIVE DATE:
(A) YOU HAVE NOT DISCLOSED TO ANY THIRD
PARTIES (OTHER THAN LEGAL COUNSEL AND YOUR SPOUSE) ANY "CONFIDENTIAL
INFORMATION" OF THE