BASE SALARY SEVERANCE IN EQUAL BI-WEEKLY
INSTALLMENTS.
1
For the duration of the Severance Period, if allowed under the Company's life
insurance policy, the Company further agrees to provide O'Shea with life
insurance in the same amount the Company currently provides him, the full
premium of which shall be paid by the Company.
Following the Separation Date, any entitlement O'Shea has, might have, had, or
might have had to compensation, bonuses, wages or participation in any benefit
plan, policy, program, contract or practice of the Company, shall terminate,
except as required by federal or state law, by applicable plan terms or stock
option agreements, or by the express terms of this Agreement.
4.
STOCK OPTIONS AND RESTRICTED STOCK. THE PARTIES ACKNOWLEDGE THAT
O'SHEA HAS BEEN AWARDED OPTIONS TO PURCHASE 700,000 SHARES OF THE COMPANY'S
COMMON STOCK, ALL OF WHICH OPTIONS ARE FULLY VESTED, AS WELL AS OPTIONS TO
PURCHASE AN ADDITIONAL 25,700 SHARES OF THE COMPANY'S STOCK WHICH WILL VEST
PRIOR TO THE SEPARATION DATE. THE GRANT DATES AND EXERCISE PRICES OF SUCH
OPTIONS ARE SET FORTH IN EXHIBIT A HERETO. O'SHEA SHALL HAVE THE RIGHT TO
EXERCISE ANY OR ALL OF HIS OPTIONS FOR A PERIOD OF NINETY (90) DAYS AFTER THE
SEPARATION DATE. THE OPTIONS SHALL TERMINATE AT THE CLOSE OF BUSINESS ON THE
NINETIETH (90TH) DAY FOLLOWING THE SEPARATION DATE. IN ADDITION, THE PARTIES
ACKNOWLEDGE THAT O'SHEA IS THE OWNER OF CERTAIN SHARES OF RESTRICTED STOCK OF
THE COMPANY. OF THESE SHARES, A TOTAL 6,850 SHARES WILL NO LONGER BE SUBJECT TO
ANY RESTRICTION AS OF MARCH 16, 2007, AND MAY BE RETAINED OR SOLD BY O'SHEA
AFTER THAT DATE IN HIS DISCRETION, SUBJECT TO THE COMPANY'S INSIDER TRADING
POLICY, THE TERMS OF THE INCENTIVE STOCK PLAN AND RESTRICTED STOCK AGREEMENT
UNDER WHICH SUCH SHARES WERE GRANTED AND THE FEDERAL SECURITIES LAWS. EXCEPT
WHERE EXPRESSLY MODIFIED BY THIS AGREEMENT, THE OPTIONS AND SHARES OF RESTRICTED
STOCK SET FORTH IN EXHIBIT A SHALL CONTINUE TO BE GOVERNED BY THE TERMS OF THE
APPLICABLE STOCK OPTION AGREEMENTS AND RESTRICTED STOCK AGREEMENT EXECUTED BY
THE PARTIES.
5.
COOPERATION. FROM THE EFFECTIVE DATE FORWARD, O'SHEA AGREES
REASONABLY TO COOPERATE WITH THE COMPANY IN THE DEFENSE OR PROSECUTION OF ANY
THREATENED OR ACTUAL CLAIMS OR ACTIONS WHICH MAY BE BROUGHT BY, AGAINST OR ON
BEHALF OF THE COMPANY, ITS PREDECESSORS OR ANY OF ITS CURRENT OR FORMER
PARTNERS, AGENTS, EMPLOYEES, DIRECTORS OR AFFILIATES AND WHICH RELATE TO EVENTS
OR OCCURRENCES THAT TRANSPIRED OR ARE ALLEGED TO HAVE TRANSPIRED DURING HIS
EMPLOYMENT WITH THE COMPANY. SUCH COOPERATION SHALL INCLUDE, WITHOUT IMPLICATION
OF LIMITATION, BEING AVAILABLE TO MEET WITH THE COMPANY'S COUNSEL TO PREPARE FOR
DISCOVERY OR TRIAL AND TO TESTIFY TRUTHFULLY AS A WITNESS WHEN REASONABLY
REQUESTED BY THE COMPANY AT REASONABLE TIMES AND FOR REASONABLE TIME PERIODS. IN
THE EVENT ANY SUCH COOPERATION IS REQUIRED FOLLOWING THE EXPIRATION OF THE
SEVERANCE PERIOD AND REQUIRES MORE THAN DE MINIMIS TIME OR EFFORT, THE COMPANY
AGREES TO COMPENSATE O'SHEA AT A REASONABLE HOURLY