PLANS
UNTIL THE SECOND ANNIVERSARY OF THE TERMINATION DATE.
AS OF THAT DATE,
DR. MOLLICA MAY, WITH RESPECT TO THE GROUP HEALTH PLANS, CONTINUE COBRA AT HIS
OWN COST.
IN ADDITION, UNTIL THE SECOND ANNIVERSARY OF THE TERMINATION DATE,
THE COMPANY WILL REIMBURSE DR. MOLLICA FOR THE COST OF OBTAINING ADDITIONAL TERM
LIFE INSURANCE IN AN AMOUNT EQUAL TO $1,060,000, SUBJECT TO A MAXIMUM ANNUAL
REIMBURSEMENT OF $20,000.
4
5.
LEGAL FEES.
THE COMPANY AGREES TO PAY THE REASONABLE LEGAL FEES
AND EXPENSES OF SHEARMAN & STERLING IN REPRESENTING DR. MOLLICA WITH RESPECT TO
THIS AGREEMENT AND DR. MOLLICA'S LETTER AGREEMENT WITH PDD EXECUTED
CONTEMPORANEOUSLY WITH THIS AGREEMENT, IN AN AMOUNT NOT TO EXCEED $15,000.
6.
COUNTRY CLUB.
THE COMPANY AGREES TO TRANSFER TO DR. MOLLICA,
PROMPTLY AFTER THE TERMINATION DATE, THE COMPANY'S MEMBERSHIP IN THE JASNA
POLANA COUNTRY CLUB, IN CONSIDERATION FOR A PAYMENT BY DR. MOLLICA TO THE
COMPANY OF $50,000.
7.
NON-COMPETITION.
THE COMPANY AND DR. MOLLICA ACKNOWLEDGE AND
REAFFIRM THE NON-COMPETITION AGREEMENT AND UNDERSTANDINGS SET FORTH IN SECTION
13 OF THE EMPLOYMENT AGREEMENT AND ALL OF THE PROVISIONS, TERMS AND CONDITIONS
OF SECTION 13 OF THE EMPLOYMENT AGREEMENT ARE INCORPORATED BY REFERENCE HEREIN.
THE PARTIES HERETO ACKNOWLEDGE THAT DR. MOLLICA MAY SERVE AS A CONSULTANT,
EMPLOYEE OR DIRECTOR OF PDD AND THAT SUCH AN ENGAGEMENT WILL NOT BE DEEMED A
BREACH OF THE NON-COMPETITION PROVISIONS SET FORTH HEREIN.
8.
RELEASES.
SUBJECT TO AND CONDITIONED UPON THE FULL PERFORMANCE
BY EACH OF THE PARTIES OF ITS OBLIGATIONS UNDER THIS AGREEMENT:
(A)
IN EXCHANGE FOR THE BENEFITS RECEIVED UNDER THIS AGREEMENT, TO
WHICH HE MAY NOT OTHERWISE BE ENTITLED, DR. MOLLICA HEREBY AGREES NOT TO PURSUE
OR FURTHER ANY ACTION, CAUSE OF ACTION, RIGHT, SUIT, DEBT, COMPENSATION,
EXPENSE, LIABILITY, CONTRACT, CONTROVERSY, AGREEMENT, PROMISE, DAMAGE JUDGMENT,
DEMAND OR CLAIM WHATSOEVER AT LAW OR IN EQUITY WHETHER KNOWN OR UNKNOWN WHICH
DR. MOLLICA EVER HAD, NOW HAS OR HEREAFTER CAN, SHALL OR MAY HAVE FOR, UPON OR
BY ANY REASON OF ANY MATTER, CAUSE OR THING (COLLECTIVELY, "DR. MOLLICA CLAIMS")
WHATSOEVER, OCCURRING UP TO AND INCLUDING THE DATE DR. MOLLICA SIGNS THIS
AGREEMENT, AGAINST THE
5
Company, its successors, assigns, partners, representatives and affiliates and
all of their respective employees, agents, officers and directors (the "Company
Parties") and hereby releases, acquits and forever absolutely discharges the
Company Parties of and from all of the foregoing, except with respect to the
obligations of the Company set forth in this Agreement, including but not
limited to, the Stock Option and Restricted Stock Agreements referenced in
Section 3 hereof.
Such Dr. Mollica Claims include, but are not limited to, all
claims for breach of contract, wrongful discharge, impairment of economic
opportunity, intentional infliction of emotional harm, defamation or other
torts, or claims under any applicable federal, state or local law, including any
and all federal, state and local employment and anti-discrimination laws,
including without limitation the Age Discrimination in Employment Act, the Older
Workers Benefit Protection Act, Title VII of the