AND 10 AND YOUR
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT, YOU WILL BE ENTITLED TO RECEIVE:
I)
YOUR REGULAR SALARY AND UNUSED ACCRUED AND EARNED VACATION
THROUGH THE RESIGNATION DATE.
II)
CASH SEVERANCE PAY TOTALING FIVE HUNDRED SEVENTY-EIGHT THOUSAND
FIVE HUNDRED SIXTY-THREE DOLLARS AND NO CENTS ($578,563.00), REDUCED BY ANY
APPLICABLE PAYROLL OR OTHER TAXES REQUIRED TO BE WITHHELD, PAYABLE IN A LUMP SUM
WITHIN THIRTY (30) DAYS AFTER THE RESIGNATION DATE.
III)
A CASH PAYMENT OF $174,286, REDUCED BY ANY APPLICABLE PAYROLL OR
OTHER TAXES REQUIRED TO BE WITHHELD, PAYABLE MARCH 2, 2007, AS PAYMENT UNDER
YOUR 2006 INCENTIVE PLAN.
IV)
THE EMPLOYEE STOCK OPTIONS AND DEFERRED STOCK UNITS GRANTED TO YOU
SHALL TERMINATE AND EXPIRE IN ACCORDANCE WITH THE TERMS OF THEIR RESPECTIVE
GRANT DOCUMENTS, ARE ONLY EXERCISABLE TO THE EXTENT PROVIDED THEREIN, AND SHALL
NOT BE SUBJECT TO ACCELERATED VESTING.
ALL STOCK OPTIONS VESTED ON OR PRIOR TO
THE RESIGNATION DATE WILL TERMINATE AND EXPIRE AT 12:01 A.M. ON JUNE 2, 2007 AND
WILL ONLY BE EXERCISABLE PRIOR TO SUCH DATE.
V)
REIMBURSEMENT FOR EXPENSES INCURRED BY YOU IN ACCORDANCE WITH THE
COMPANY'S POLICY BUT NOT REIMBURSED PRIOR TO THE RESIGNATION DATE.
B)
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT
SUCH FEDERAL, STATE AND LOCAL TAXES AS ARE REQUIRED TO BE WITHHELD (WITH RESPECT
TO AMOUNTS PAYABLE HEREUNDER OR UNDER ANY BENEFIT PLAN OR ARRANGEMENT MAINTAINED
BY THE COMPANY) PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
C)
THESE PAYMENTS WILL BE ISSUED IN ACCORDANCE WITH APPLICABLE LAW AND ARE
SUBJECT TO ALL APPLICABLE DEDUCTIONS.
FUTURE PAYMENTS, IF ANY, WILL ALSO BE
PAID BY CHECK, MAILED TO THE ADDRESS SHOWN ABOVE, OR BY DIRECT DEPOSIT IF YOU
HAVE AUTHORIZED DIRECT DEPOSIT OF PAY.
ACCORDINGLY, OTHER THAN THE
COMPENSATION IDENTIFIED ABOVE, YOU ARE NOT ELIGIBLE, NOR ENTITLED TO RECEIVE ANY
OTHER BONUSES OR COMPENSATION FROM THE COMPANY.
THE AMOUNT SPECIFIED IN THIS
SECTION DESCRIBES ALL COMPENSATION, OR OTHER AMOUNTS TO BE PAID TO YOU PURSUANT
TO ANY CONTRACT, UNDERSTANDING OR TERM OR CONDITION OF YOUR EMPLOYMENT,
INCLUDING ANY AGREEMENTS OR REPRESENTATIONS MADE BY OR BETWEEN YOU AND THE
COMPANY.
D)
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, TO THE
EXTENT YOU ARE DEEMED A "KEY EMPLOYEE" FOR PURPOSES OF SECTION 409A OF THE
INTERNAL REVENUE CODE OF 1986, AS
Byrne K. Mulrooney
February 26, 2007
Page 3 of 10
amended, and notwithstanding any contrary provision which exists in any of the
Company's deferred compensation plans, any distribution of deferred compensation
to you will be delayed for a period of 6 months after the Resignation Date as
required by Section 409A of the Internal Revenue Code of 1986, as amended.
3.
TRANSITION SERVICES.
ON AND AFTER THE RESIGNATION DATE, YOU SHALL MAKE
YOURSELF REASONABLY AVAILABLE TO THE COMPANY: A) TO ANSWER QUESTIONS AND PROVIDE
GUIDANCE AS REASONABLY REQUESTED BY THE COMPANY FROM TIME TO TIME; AND B) TO
COOPERATE WITH THE COMPANY AND PROVIDE INFORMATION AS TO MATTERS WHICH YOU WERE
PERSONALLY INVOLVED, OR