RECEIVE THE PAYMENTS, BENEFITS AND CONTINUING PROTECTIONS
REQUIRED TO BE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION,
EMPLOYEE'S RIGHTS TO RECEIVE REIMBURSEMENT OF HIS EXPENSES, IN ACCORDANCE WITH
COMPANY POLICIES, BENEFITS UNDER COMPANY'S LIFE INSURANCE AND 401(K) PLANS AND
SIMILAR FRINGE BENEFIT PROGRAMS FOR WHICH EMPLOYEE WAS ELIGIBLE AS OF THE
SEPARATION DATE, AND UNDER LAWS RELATED THERETO.
E.
COMPANY'S CLAIMS, AS USED HEREIN, MEANS ALL OF THE RIGHTS COMPANY
NOW HAS TO ANY RELIEF OF ANY KIND FROM EMPLOYEE, OR FROM HIS HEIRS,
BENEFICIARIES, SUCCESSORS OR ASSIGNS, WHETHER OR NOT COMPANY NOW KNOWS ABOUT
THOSE RIGHTS, ARISING OUT OF EMPLOYEE'S EMPLOYMENT WITH COMPANY ON OR PRIOR TO
THE DATE OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR BREACH OF
CONTRACT; FRAUD OR MISREPRESENTATION; DEFAMATION, INTENTIONAL OR NEGLIGENT
INFLICTION OF EMOTIONAL DISTRESS; BREACH OF COVENANT OF GOOD FAITH AND FAIR
DEALING, PROMISSORY ESTOPPEL; NEGLIGENCE OR UNDER APPLICABLE FEDERAL, STATE OR
LOCAL LAW.
F.
VESTED STOCK OPTIONS, AS USED HEREIN, SHALL MEAN THOSE STOCK
OPTIONS HELD BY EMPLOYEE WHICH ARE VESTED AS OF MAY 15, 2008, AS DESCRIBED ON
SCHEDULE A, ATTACHED HERETO.
2.
SEPARATION DATE.
EMPLOYEE SHALL CEASE TO BE AN OFFICER OF THE
COMPANY ON JANUARY 9, 2008.
AFTER JANUARY 9, 2008, EMPLOYEE SHALL CONTINUE AS
AN EMPLOYEE OF THE COMPANY AND WILL REMAIN ON THE COMPANY'S PAYROLL AND BE PAID
ON THE COMPANY'S REGULAR PAY DATES, WHICH ARE TWICE MONTHLY, AT HIS CURRENT RATE
OF BASE SALARY THROUGH JANUARY 31, 2008, AND THEREAFTER AS PROVIDED BELOW
THROUGH MAY 15, 2008 ("SEPARATION DATE").
FROM JANUARY 10, 2008 THROUGH THE
SEPARATION DATE, EMPLOYEE WILL PROVIDE SUCH TRANSITION SERVICES AS ARE
REASONABLY REQUESTED BY THE CHIEF EXECUTIVE OFFICER OF THE COMPANY, WHO WILL
COORDINATE THE LOGISTICS OF SUCH SERVICES.
AFTER JANUARY 31, 2008, EMPLOYEE
WILL RECEIVE $3,500 PER COMPANY PAY PERIOD, FOR NOT MORE THAN FIVE (5) DAYS OF
SERVICE PER 30 DAY PERIOD, AS SUCH SERVICE IS REASONABLY REQUESTED BY THE CHIEF
EXECUTIVE OFFICER.
EMPLOYEE'S SERVICE WILL INCLUDE ATTENDANCE AT THE ESI
SNOWMASS CONFERENCE FROM FEBRUARY 18 THROUGH FEBRUARY 20, 2008.
IF MORE THAN
FIVE (5) DAYS OF SERVICE PER THIRTY CALENDAR DAY PERIOD AFTER JANUARY 31, 2008
IS REQUESTED AND PROVIDED, COMPANY WILL COMPENSATE EMPLOYEE FOR SUCH SERVICE AT
THE RATE OF $1,400 PER DAY OF SERVICE.
THROUGH THE SEPARATION DATE, EMPLOYEE
WILL BE ENTITLED TO RECEIVE HIS CURRENT HEALTH AND WELFARE BENEFITS, INCLUDING
THE OPPORTUNITY TO CONTRIBUTE TO THE COMPANY'S 401K PLAN.
EXCEPT AS EXPRESSLY
SET FORTH HEREIN, EMPLOYEE SHALL NOT BE ENTITLED TO ANY COMPENSATION OR OTHER
PAYMENTS DURING THE PERIOD FROM AND AFTER JANUARY 9, 2008.
AFTER JANUARY 9,
2008, EMPLOYEE SHALL NO LONGER ACCRUE VACATION TIME.
3.
COMPANY'S OBLIGATIONS AND SEVERANCE AGREEMENTS.
IN CONSIDERATION
FOR EMPLOYEE'S AGREEMENTS, COVENANTS AND PROMISES CONTAINED HEREIN, SPECIFICALLY
INCLUDING, BUT NOT LIMITED TO, THE RELEASE OF EMPLOYEE CLAIMS AND EMPLOYEE'S
PROMISES TO REFRAIN FROM COMPETING WITH THE COMPANY AND SOLICITING ITS CLIENTS
AND EMPLOYEES AS SET FORTH HEREIN, COMPANY AND EMPLOYEE AGREE AS FOLLOWS:
A.
SEVERANCE PAYMENT.
COMPANY