OR OTHERWISE AFFILIATE HIMSELF WITH ANY BUSINESS, IN DIRECT
COMPETITION WITH OR OTHERWISE SIMILAR TO THE COMPANY'S PRODUCTS OR SERVICES.
B.
CONSIDERATION. THE COMPANY AGREES TO MAKE
PAYMENTS TO EMPLOYEE, AT HIS CURRENT BASE RATE OF PAY, LESS APPLICABLE
WITHHOLDING, UNTIL THE EARLIER OF (I) SIX (6) MONTHS FOLLOWING THE RESIGNATION
DATE, OR (II) UNTIL EMPLOYEE BECOMES A FULL-TIME EMPLOYEE OF ANOTHER COMPANY OR
ENTITY (THE "PAYMENT PERIOD"), IN ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL
PRACTICES. EXCEPT AS EXPRESSLY SET FORTH HEREIN, DURING THE PAYMENT PERIOD,
EMPLOYEE WILL NOT BE ENTITLED TO ACCRUAL OF ANY EMPLOYEE BENEFITS, INCLUDING,
BUT NOT LIMITED TO, VACATION BENEFITS OR BONUSES.
1.
STOCK. THE EMPLOYEE WILL CONTINUE TO BE
A "SERVICE PROVIDER," AS SUCH TERM IS DEFINED IN THE STOCK AGREEMENTS, AND
EMPLOYEE'S OPTIONS WILL CONTINUE TO VEST FOR SO LONG AS THE EMPLOYEE IS
PROVIDING SERVICES TO THE COMPANY IN ACCORDANCE WITH THIS AGREEMENT. THE SHARES
SUBJECT TO THE OPTIONS SHALL OTHERWISE CONTINUE TO BE GOVERNED BY THE TERMS AND
CONDITIONS OF THE STOCK OPTION AGREEMENTS.
2.
BENEFITS. THE COMPANY SHALL REIMBURSE
EMPLOYEE FOR THE PAYMENTS EMPLOYEE MAKES FOR MEDICAL, DENTAL AND VISION
INSURANCE COVERAGE FOR HIMSELF AND CURRENTLY COVERED DEPENDENTS, CONSISTENT WITH
EMPLOYEE'S PRIOR RATE OF COVERAGE AND COST TO EMPLOYEE (INCLUDING RELATED
ADMINISTRATIVE FEES), UNDER THE CONSOLIDATED BUDGET RECONCILIATION ACT OF 1985
("COBRA") DURING THE PAYMENT PERIOD, PROVIDED (I) EMPLOYEE TIMELY ELECTS AND
PAYS FOR COBRA COVERAGE, AND (II) EMPLOYEE SHALL CONTINUE TO BE RESPONSIBLE FOR
EMPLOYEE-PAID DEDUCTIBLES, CO-PAYS, AND THE LIKE. PAYMENTS MADE TO THE EMPLOYEE
FOR COBRA COVERAGE UNDER THIS SECTION SHALL BE REPORTED TO THE EMPLOYEE ON
FORM 1099'S THAT THE COMPANY ISSUES TO EMPLOYEE IN CONNECTION WITH PROVIDING THE
SERVICES SET FORTH UNDER SECTION A HEREOF. EXCEPT AS SET FORTH EXPRESSLY HEREIN,
EMPLOYEE HAS CEASED ACCRUING ALL OTHER EMPLOYEE BENEFITS, INCLUDING, BUT NOT
LIMITED TO, VACATION TIME AND PAID TIME OFF, SHORT-TERM AND LONG-TERM DISABILITY
INSURANCE AND WORKERS COMPENSATION AS OF THE RESIGNATION DATE.
3.
DEATH OR DISABILITY. IN THE EVENT OF
EMPLOYEE'S DEATH, THEN EMPLOYEE SHALL NO LONGER BE ENTITLED TO ANY CONTINUED
PAYMENTS OR OTHER BENEFITS SET FORTH HEREUNDER.
C.
CONFIDENTIAL INFORMATION. EMPLOYEE SHALL
CONTINUE TO MAINTAIN THE CONFIDENTIALITY OF ALL CONFIDENTIAL AND PROPRIETARY
INFORMATION OF THE COMPANY AND SHALL CONTINUE TO COMPLY WITH THE TERMS AND
CONDITIONS OF THE CONFIDENTIALITY AGREEMENT BETWEEN EMPLOYEE AND THE COMPANY.
EMPLOYEE SHALL RETURN ALL OF THE COMPANY'S PROPERTY AND CONFIDENTIAL AND
PROPRIETARY INFORMATION IN HIS POSSESSION TO THE COMPANY AT THE END OF THE
CONSULTING PERIOD.
2
D.
PAYMENT OF SALARY. EMPLOYEE ACKNOWLEDGES
AND REPRESENTS THAT THE COMPANY HAS PAID ALL SALARY, WAGES, BONUSES, ACCRUED
VACATION, COMMISSIONS AND ANY AND ALL OTHER BENEFITS DUE TO EMPLOYEE AS OF THE
RESIGNATION DATE.
E.
RELEASE OF CLAIMS. EMPLOYEE AGREES THAT
THE FOREGOING CONSIDERATION REPRESENTS SETTLEMENT IN FULL OF ALL OUTSTANDING
OBLIGATIONS OWED TO EMPLOYEE BY THE COMPANY. EMPLOYEE HAS, ON BEHALF OF HIMSELF
AND HIS RESPECTIVE HEIRS, FAMILY MEMBERS, EXECUTORS, OFFICERS, DIRECTORS,
EMPLOYEES, INVESTORS, SHAREHOLDERS, ADMINISTRATORS, AFFILIATES, DIVISIONS,
SUBSIDIARIES, PREDECESSOR