OR
RSU AGREEMENTS; AND (V) THE RSU AGREEMENTS ARE TERMINATED AND OF NO FURTHER
FORCE OR EFFECT.
(C)
TERMINATION OF OPTIONS; CONVERSION TO STOCK APPRECIATION RIGHTS.
MOHR HEREBY ACKNOWLEDGES AND AGREES THAT (I) AS OF THE TERMINATION DATE, MOHR
HAS BEEN GRANTED A TOTAL OF 318,000 OPTIONS UNDER THE OPTION AGREEMENTS, OF
WHICH (A) 8,000 OPTIONS HAVE BEEN PREVIOUSLY CANCELED, (B) 271,316 OPTIONS HAVE
VESTED AND BECOME EXERCISABLE, (C) 38,684 OPTIONS REMAIN UNVESTED AND
UNEXERCISABLE, (D) 74,120 OPTIONS HAVE BEEN EXERCISED, AND (E) 197,196 OPTIONS
WOULD, ABSENT THIS SECTION 1(C), REMAIN VESTED AND EXERCISABLE IMMEDIATELY
FOLLOWING THE TERMINATION DATE (THE OPTIONS DESCRIBED IN THIS
SECTION 2(C)(I)(E), AS DETAILED ON EXHIBIT C HERETO, THE "CURRENTLY EXERCISABLE
OPTIONS"); (II) MOHR HAS NOT AND WILL NOT EXERCISE ANY PREVIOUSLY UNEXERCISED
OPTIONS AT ANY TIME ON OR AFTER THE TERMINATION DATE, INCLUDING WITHOUT
LIMITATION, ANY OF THE CURRENTLY EXERCISABLE OPTIONS; (III) ON OR AS SOON AS
PRACTICABLE AFTER THE EXECUTION DATE, THE CURRENTLY EXERCISABLE OPTIONS WILL BE
CONVERTED INTO AN EQUIVALENT NUMBER OF FULLY VESTED AND EXERCISABLE,
CASH-SETTLED STOCK APPRECIATION RIGHTS ("SARS") AT THE SAME EXERCISE PRICE AND
OTHERWISE ON SUBSTANTIALLY THE SAME TERMS AND CONDITIONS AS THOSE APPLICABLE TO
THE CURRENTLY EXERCISABLE OPTIONS SO CONVERTED INTO SARS, AS PROVIDED IN THE SAR
AGREEMENTS IN THE FORM ATTACHED HERETO AS EXHIBIT B (THE "SAR AGREEMENTS");
(IV) MOHR WILL COOPERATE WITH THE COMPANY AND TAKE ALL ACTIONS NECESSARY OR
DESIRABLE TO CONVERT THE CURRENTLY EXERCISABLE OPTIONS INTO SARS, INCLUDING
WITHOUT LIMITATION, ENTERING INTO SAR AGREEMENTS WITH THE COMPANY; AND (V) THE
OPTIONS AND THE OPTION AGREEMENTS ARE HEREBY TERMINATED AND OF NO FURTHER FORCE
OR EFFECT.
MOHR FURTHER ACKNOWLEDGES AND AGREES THAT, UPON CONVERSION OF THE
CURRENTLY EXERCISABLE OPTIONS INTO SARS, THE COMPANY SHALL HAVE NO FURTHER
OBLIGATIONS, AND MOHR SHALL HAVE NO FURTHER RIGHTS, UNDER OR IN CONNECTION WITH
ANY OF THE OPTIONS OR OPTION AGREEMENTS.
2
Accrued Obligations; Severance Payments; Exclusivity; Return of
Property.
(A)
ACCRUED OBLIGATIONS.
ON OR AS SOON AS PRACTICABLE AFTER THE
TERMINATION DATE, THE COMPANY SHALL (I) PAY TO MOHR ALL UNPAID SALARY AND
VACATION ACCRUED BUT NOT PAID THROUGH THE TERMINATION DATE, AND (II) REIMBURSE
TO MOHR ALL OUTSTANDING REIMBURSABLE EXPENSES INCURRED BY MOHR AND SUBMITTED TO
THE COMPANY PRIOR TO THE TERMINATION DATE IN ACCORDANCE WITH THE COMPANY'S
POLICIES AND PRACTICES, TO THE EXTENT NOT REIMBURSED PRIOR TO THE TERMINATION
DATE.
(B)
SEVERANCE.
IN CONSIDERATION OF MOHR'S EXECUTION AND
NON-REVOCATION OF THE RELEASE (AS DEFINED BELOW) AND IN FURTHER CONSIDERATION OF
MOHR'S AGREEMENT TO COMPLY WITH THE ADDITIONAL COVENANTS (AS DEFINED BELOW),
SUBJECT TO SECTION 6 BELOW, THE COMPANY SHALL PAY TO MOHR (THE "SEVERANCE
PAYMENTS"):
(I)
MOHR'S BASE SALARY AT THE RATE IN EFFECT AS OF THE TERMINATION
DATE ($288,750 PER YEAR) FOR A PERIOD OF ONE YEAR FROM AND AFTER THE TERMINATION
DATE, IN SATISFACTION OF THE SALARY CONTINUATION OBLIGATIONS CONTAINED IN
SECTION 1(C)(III)(A) OF THE EMPLOYMENT AGREEMENT, PAYABLE IN SUBSTANTIALLY EQUAL
INSTALLMENTS ON THE COMPANY'S GENERALLY APPLICABLE 2008 PAYROLL DATES;
(II)
A LUMP-SUM