AGREES TO PAY TO EMPLOYEE A SEVERANCE
PAYMENT OF FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($500,000.00) ("SEVERANCE
PAYMENT").
THIS SEVERANCE PAYMENT WILL BE PAYABLE IN ONE LUMP SUM ON THE FIRST
DAY OF THE SEVENTH MONTH FOLLOWING THE SEPARATION DATE, I.E., ON NOVEMBER 17,
2008, OR UPON HIS EARLIER
2
DEATH.
THE SEVERANCE PAYMENT SHALL BE SUBJECT TO FEDERAL AND STATE WITHHOLDING
TAXES AND FICA.
B.
MEDICAL INSURANCE BENEFITS.
COMPANY, PURSUANT TO FEDERAL AND
STATE LAW, WILL PROVIDE, FOR A PERIOD OF EIGHTEEN (18) MONTHS FOLLOWING THE
SEPARATION DATE ("COBRA PERIOD"), A CONTINUATION OF THE GROUP MEDICAL AND DENTAL
INSURANCE COVERAGE ON THE SAME BASIS AS IT WAS PREVIOUSLY PROVIDED TO EMPLOYEE
BY COMPANY.
THROUGH THE EARLIER OF (I) EMPLOYEE'S PARTICIPATION IN EQUIVALENT
GROUP MEDICAL AND DENTAL INSURANCE BENEFITS WITH A NEW EMPLOYER OR
(II) NOVEMBER 30, 2009 (THE "SUSPENSION DATE"), COMPANY WILL PAY THAT PORTION OF
THE PREMIUM FOR GROUP MEDICAL AND DENTAL INSURANCE THAT IT PAID DURING
EMPLOYEE'S EMPLOYMENT, WITH THE REMAINDER TO BE PAID BY EMPLOYEE.
AFTER THE
SUSPENSION DATE, EMPLOYEE WILL BE REQUIRED TO PAY FOR ALL SUCH BENEFITS FOR THE
REMAINDER OF THE COBRA PERIOD, IF ANY, SHOULD EMPLOYEE ELECT TO CONTINUE COBRA
COVERAGE. AT THE CONCLUSION OF THE SUSPENSION PERIOD, COMPANY WILL PAY EMPLOYEE
AN ADDITIONAL SEVERANCE PAYMENT IN AN AMOUNT EQUAL TO THE COMPANY'S PORTION OF
THE MONTHLY PREMIUM FOR GROUP MEDICAL AND DENTAL INSURANCE FOR EMPLOYEE AS OF
THE EXPIRATION OF THE COBRA PERIOD, MULTIPLIED BY A PERIOD OF SIX (6) MONTHS
("ADDITIONAL SEVERANCE PAYMENT"). THE ADDITIONAL SEVERANCE PAYMENT SHALL BE
SUBJECT TO FEDERAL AND STATE WITHHOLDING TAXES AND FICA AND EMPLOYEE SHALL BE
SOLELY RESPONSIBLE FOR THE ADDITIONAL TAX CONSEQUENCES, IF ANY, RELATED TO
COMPANY'S PAYMENTS ON EMPLOYEE'S BEHALF AS SET FORTH IN THIS SECTION 3.B.
C.
NON-DISPARAGEMENT.
COMPANY AGREES THAT ITS DIRECTORS, SENIOR
OFFICERS AND MANAGERS SHALL NOT DISPARAGE OR DEFAME EMPLOYEE IN ANY RESPECT.
D.
RELEASE.
EFFECTIVE AS OF THE EXPIRATION OF THE JANUARY 2008
RESCISSION PERIODS, AS HEREAFTER DEFINED, COMPANY HEREBY RELEASES ALL COMPANY'S
CLAIMS, PROVIDED, HOWEVER, THAT SUCH RELEASE IS NOT INTENDED TO APPLY TO ANY
WILLFUL MISCONDUCT BY EMPLOYEE OF WHICH COMPANY DOES NOT HAVE PRESENT
KNOWLEDGE.
COMPANY AGREES TO PROVIDE A "BRING DOWN" RELEASE IN THE FORM
ATTACHED HERETO AS SCHEDULE B AND INCORPORATED HEREIN BY THIS REFERENCE.
THIS
BRING-DOWN RELEASE WILL BE PROVIDED ON THE SEPARATION DATE, AND ISSUED
SIMULTANEOUSLY WITH AND IN FURTHER CONSIDERATION FOR EMPLOYEE'S BRING-DOWN
RELEASE.
COMPANY'S BRING DOWN RELEASE SHALL BE DELIVERED IN EXCHANGE FOR THE
SIMULTANEOUS DELIVERY TO COMPANY OF EMPLOYEE'S BRING-DOWN RELEASE ON THE
SEPARATION DATE, BUT ITS EFFECTIVENESS SHALL BE CONTINGENT UPON THE EXPIRATION
OF EMPLOYEE'S MAY 2008 RESCISSION PERIODS, WITHOUT RESCISSION OF EMPLOYEE'S
BRING-DOWN RELEASE.
IN THE EVENT EMPLOYEE RESCINDS HIS BRING-DOWN RELEASE,
COMPANY'S BRING-DOWN RELEASE SHALL AUTOMATICALLY BECOME NULL AND VOID WITHOUT
FURTHER NOTICE.
E.
EXTENSION OF EXERCISE PERIOD FOR VESTED STOCK OPTIONS.
THE
COMPANY SHALL EXTEND EMPLOYEE'S TIME PERIOD TO EXERCISE THOSE VESTED STOCK
OPTIONS SET FORTH ON SCHEDULE A, OTHER THAN OPTION