OF THE COMPANY'S CLASS A COMMON STOCK, AFTER WHICH APPLICABLE DATE ALL REMAINING
UNEXERCISED OPTIONS SHALL TERMINATE.
(C)
ANKER ACKNOWLEDGES THAT HIS BENEFITS HEREUNDER, AND THE
CORPORATION'S OBLIGATIONS TO MAKE THE SEVERANCE PAYMENT AND BONUS PAYMENTS
HEREUNDER, SHALL BE TERMINATED UPON HIS BREACH OF ANY COVENANT OR OBLIGATION
CONTAINED IN THIS AGREEMENT AND/OR IN THE EXHIBITS HERETO.
THE FOREGOING SHALL
BE IN ADDITION TO, AND NOT IN LIMITATION OF, ANY OF THE CORPORATION'S RIGHTS AND
REMEDIES, INCLUDING, WITHOUT LIMITATION, THOSE OF SPECIFIC PERFORMANCE AND
EQUITABLE REMEDIES, AT LAW AND/OR PURSUANT TO THE EXHIBITS HERETO.
4.
CONTINUED MEDICAL COVERAGE.
SUBJECT TO SECTION 9 HEREOF, IF
ANKER'S TIMELY ELECTS UNDER THE PROVISIONS OF COBRA TO CONTINUE HIS GROUP HEALTH
PLAN COVERAGE THAT WAS IN EFFECT PRIOR TO THE EFFECTIVE DATE, ANKER WILL BE
ENTITLED TO CONTINUATION OF SUCH COVERAGE, AT THE CORPORATION'S EXPENSE, FOR A
PERIOD OF TWELVE (12) MONTHS, PROVIDED THAT ANKER CONTINUES TO BE ELIGIBLE FOR
COBRA COVERAGE.
5.
RELEASE; CONFIDENTIALITY.
AS A CONDITION TO RECEIVING THE
BENEFITS HEREUNDER, ANKER SHALL EXECUTE THE GENERAL RELEASE IN THE FORM ATTACHED
AS EXHIBIT A HERETO, WHICH IS HEREBY INCORPORATED BY REFERENCE HEREIN AND MADE A
PART HEREOF AS IF SET FORTH IN FULL HEREIN.
6.
CONFIDENTIALITY, NON-SOLICITATION AND NON-COMPETITION AGREEMENT.
AS A CONDITION TO THE CORPORATION ENTERING INTO THIS AGREEMENT AND PROVIDING THE
BENEFITS HEREUNDER INCLUDING, WITHOUT LIMITATION, THE CORPORATION'S AGREEMENT TO
PAY THE SEVERANCE PAYMENT AND THE BONUS PURSUANT TO THE TERMS HEREOF, AND
ENTRUSTING ANKER WITH CONFIDENTIAL INFORMATION (AS DEFINED IN EXHIBIT B HERETO),
THE PARTIES HAVE ENTERED INTO THE CONFIDENTIALITY, NON-SOLICITATION AND
NON-COMPETITION AGREEMENT ATTACHED AS EXHIBIT B HERETO, WHICH IS HEREBY
INCORPORATED BY REFERENCE HEREIN AND MADE A PART HEREOF AS IF SET FORTH IN FULL
HEREIN.
7.
REVOCATION PERIOD.
(A)
BY EXECUTING THIS AGREEMENT, ANKER ACKNOWLEDGES THAT (I) HE HAS
BEEN ADVISED BY THE CORPORATION TO CONSULT WITH AN ATTORNEY BEFORE EXECUTING
THIS AGREEMENT, (II) HE HAS BEEN PROVIDED WITH AT LEAST A TWENTY-ONE (21) DAY
PERIOD TO REVIEW AND CONSIDER WHETHER TO SIGN THIS AGREEMENT AND THAT BY
EXECUTING AND DELIVERING THIS AGREEMENT TO THE CORPORATION, HE IS WAIVING ANY
REMAINING PORTION OF SUCH TWENTY-ONE (21) DAY PERIOD, AND (III) HE HAS BEEN
ADVISED THAT HE HAS SEVEN (7) DAYS FOLLOWING EXECUTION TO REVOKE THIS AGREEMENT
(THE "REVOCATION PERIOD").
(B)
THIS AGREEMENT WILL NOT BE EFFECTIVE OR ENFORCEABLE UNTIL THE
REVOCATION PERIOD HAS EXPIRED.
SUCH REVOCATION SHALL ONLY BE EFFECTIVE IF AN
ORIGINALLY EXECUTED WRITTEN NOTICE THEREOF IS DELIVERED TO THE CORPORATION ON OR
BEFORE 5:00 P.M. ON THE SEVENTH DAY AFTER
2
EXECUTION OF THIS AGREEMENT.
IF SO REVOKED, THIS AGREEMENT SHALL BE DEEMED TO
BE VOID AB INITIO AND OF NO FURTHER FORCE AND EFFECT.
8.
PAYMENT OF COMPENSATION DUE.
ANKER ACKNOWLEDGES AND AGREES THAT
ANY MONETARY OR OTHER BENEFITS WHICH ARE, WERE OR MAY HAVE BEEN CLAIMED TO BE
DUE TO ANKER AND WHICH HE MAY HAVE EARNED OR ACCRUED, OR TO WHICH HE MAY HAVE
BEEN ENTITLED, HAVE BEEN PAID OR