OTHER BONUS OR OTHER COMPENSATION PAYMENTS FROM THE
COMPANY THROUGH THE RESIGNATION DATE.
2.4
BENEFICIARIES.
THE COMPANY'S OBLIGATION TO MAKE ANY PAYMENTS TO DR. OWENS
PURSUANT TO SECTIONS 2.1 AND 2.2 OF THIS AGREEMENT SHALL SURVIVE DR. OWENS'
DEATH, AND SHALL INURE TO THE BENEFIT OF DR. OWENS' BENEFICIARIES, EITHER BY
WILL OR INTESTACY, AS APPLICABLE.
3.
EQUITY HOLDINGS.
3.1
STOCK.
DR. OWENS HEREBY ACKNOWLEDGES THAT HE HOLDS 60,162 SHARES OF
COMMON STOCK, INCLUDING THE 20,000 SHARES ISSUED PURSUANT TO THE BONUS.
3.2
OPTIONS.
IN ADDITION, THE COMPANY HAS GRANTED DR. OWENS THE FOLLOWING
OPTIONS (THE "STOCK OPTIONS") TO PURCHASE THE INDICATED SHARES OF COMMON STOCK
AT THE INDICATED EXERCISE PRICE:
Option Grant
Date
Number of
Shares
Per Share
Exercise Price
Number of
Vested Shares
as of the
Resignation Date
09/08/03
6,000
$
18.40
5,810
12/14/04
5,750
$
13.80
5,565
01/04/05
9,708
$
10.30
5,380
01/04/05
2,441
$
10.30
1,340
03/23/05
10,000
$
9.20
3,536
06/02/06
210,389
$
2.61
21,195
Total:
244,288
42,826
Dr. Owens understands and agrees that as of the Resignation Date he has vested
in an aggregate of 42,826 shares of Common Stock under his Stock Options as set
forth in the table above.
-2-
3.3
WARRANTS.
DR. OWENS HOLDS NO WARRANTS (THE "WARRANTS") TO PURCHASE SHARES
OF THE COMPANY'S CAPITAL STOCK.
3.4
ACKNOWLEDGEMENT.
DR. OWENS ACKNOWLEDGES AND AGREES THAT THE COMMON STOCK
LISTED IN SECTION 3.1 AND THE STOCK OPTIONS TO ACQUIRE SHARES OF COMMON STOCK
LISTED IN SECTION 3.2 SETS FORTH DR. OWENS'S, INCLUDING DR. OWENS'S SPOUSE,
EXECUTORS, ADMINISTRATORS, ASSIGNS AND SUCCESSORS, ENTIRE INTEREST IN OR RIGHT
TO ACQUIRE THE CAPITAL STOCK OF THE COMPANY (OR RIGHTS OR OTHER SECURITIES
EXERCISABLE OR CONVERTIBLE INTO THE CAPITAL STOCK OF THE COMPANY), AND THAT
NEITHER HE NOR HIS SPOUSE, EXECUTORS, ADMINISTRATORS, ASSIGNS AND SUCCESSORS HAS
ANY RIGHT TO ACQUIRE OR PURCHASE ANY ADDITIONAL SHARES OF CAPITAL STOCK OR
RIGHTS OR OTHER SECURITIES EXERCISABLE OR CONVERTIBLE FOR CAPITAL STOCK.
4.
HEALTH BENEFITS.
PROVIDED THAT DR. OWENS MAKES A TIMELY ELECTION TO
CONTINUE COVERAGE UNDER THE COMPANY'S GROUP HEALTH PLAN PURSUANT TO THE
CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985 ("COBRA") IN CONNECTION
WITH A COVERED EVENT, THE COMPANY WILL PAY DR. OWENS'S COBRA PREMIUMS FOR A
MAXIMUM PERIOD OF SIX (6) MONTHS FOLLOWING THE EFFECTIVE DATE OF SUCH COVERED
EVENT (THE "COBRA CONTINUATION PERIOD").
IN ADDITION, IF DR. OWENS'S SPOUSE
AND/OR DEPENDENTS WERE ENROLLED IN THE COMPANY'S GROUP HEALTH PLAN ON THE DATE
OF THE COVERED EVENT, THE COMPANY WILL PAY THE COBRA PREMIUMS FOR DR. OWENS'S
ELIGIBLE DEPENDENTS DURING THE COBRA CONTINUATION PERIOD, BUT ONLY TO THE SAME
EXTENT THAT SUCH DEPENDENTS' PREMIUMS UNDER SUCH PLAN WERE PAID BY THE COMPANY
PRIOR TO THE DATE OF SUCH COVERED EVENT.
NO PROVISION OF THIS AGREEMENT WILL
AFFECT THE CONTINUATION COVERAGE RULES UNDER COBRA, EXCEPT THAT THE COMPANY'S
PAYMENT OF ANY APPLICABLE PREMIUMS DURING THE COBRA CONTINUATION PERIOD WILL BE
CREDITED AS PAYMENT BY DR. OWENS FOR PURPOSES OF THE DR. OWENS'S PAYMENT
REQUIRED UNDER COBRA.
AT THE