THE COMPANY
AGREES THAT IN THE EVENT EXECUTIVE ELECTS COBRA CONTINUATION COVERAGE, THE
COMPANY SHALL PAY ANY COBRA PREMIUMS FOR EXECUTIVE, EXECUTIVE'S SPOUSE AND
EXECUTIVES DEPENDENT CHILDREN FOR A PERIOD THROUGH DECEMBER 31, 2005, UNLESS
EXECUTIVE OBTAINS COMPARABLE COVERAGE WITH A NEW EMPLOYER PRIOR TO THE
EXPIRATION OF SAID PERIOD (IN WHICH EVENT EXECUTIVE AGREES TO IMMEDIATELY NOTIFY
COMPANY OF SAID EVENT).
EXECUTIVE'S PARTICIPATION IN ALL OTHER BENEFITS AND
INCIDENTS OF EMPLOYMENT WITH COMPANY, EXCEPT AS PROVIDED HEREIN, SHALL CEASE ON
THE TERMINATION DATE.
EXECUTIVE SHALL CEASE ACCRUING EMPLOYEE BENEFITS,
INCLUDING, BUT NOT LIMITED TO, VACATION TIME AND PAID TIME OFF AS OF THE
TERMINATION DATE.
(D)
OFFICE EMAIL ACCESS AND LAPTOP COMPUTER.
COMPANY AGREES THAT
UNTIL DECEMBER 31, 2005, EXECUTIVE SHALL CONTINUE TO HAVE ACCESS TO HIS COMPANY
EMAIL, CALENDAR, CONTACTS AND OTHER ELECTRONIC FILES.
IN ADDITION, COMPANY
SHALL, UPON REQUEST BY EXECUTIVE, SELL TO THE EXECUTIVE THE LAPTOP COMPUTER USED
BY EXECUTIVE AS AN EMPLOYEE AT A PRICE EQUAL TO THE FULLY DEPRECIATED BOOK VALUE
OF SUCH LAPTOP COMPUTER ON THE BOOKS OF THE COMPANY..
(E)
EXPENSE REIMBURSEMENT.
PROVIDED EXECUTIVE SUBMITS APPROPRIATE
DOCUMENTATION BY OCTOBER 31, 2005, THE COMPANY AGREES TO REIMBURSE HIS
REASONABLE BUSINESS EXPENSES IN ACCORDANCE WITH COMPANY POLICY.
3.
CONFIDENTIAL INFORMATION.
EXECUTIVE SHALL CONTINUE TO MAINTAIN
THE CONFIDENTIALITY OF ALL CONFIDENTIAL AND PROPRIETARY INFORMATION OF COMPANY
AND SHALL CONTINUE TO COMPLY WITH THE TERMS AND CONDITIONS OF THE NONCOMPETE
AGREEMENT.
PRIOR TO THE TERMINATION DATE, UNLESS EARLIER REQUESTED BY THE
COMPANY, EXECUTIVE SHALL RETURN ALL OF COMPANY'S PROPERTY AND CONFIDENTIAL AND
PROPRIETARY INFORMATION IN HIS POSSESSION TO COMPANY.
4.
PAYMENT OF SALARY.
NOT LATER THAN THE TERMINATION DATE, THE
COMPANY SHALL DELIVER TO EXECUTIVE A CHECK REPRESENTING ALL WAGES DUE AND OWING
AS OF THAT DATE (OTHER THAN THE SALARY CONTINUATION PAYMENTS REQUIRED UNDER
SECTION 2(A)), INCLUDING ANY ACCRUED VACATION PAY.
EXECUTIVE HEREBY
ACKNOWLEDGES AND REPRESENTS THAT UPON RECEIPT OF PAYMENT IN FULL OF ALL PAYMENTS
REQUIRED UNDER SECTION 2, ABOVE, THE COMPANY SHALL HAVE THEN PAID ALL SALARY,
WAGES, BONUSES, ACCRUED VACATION, COMMISSIONS AND ANY AND ALL OTHER MONETARY
BENEFITS DUE TO EXECUTIVE THROUGH THE TERMINATION DATE.
2
5.
RELEASE OF CLAIMS BY EXECUTIVE.
EXECUTIVE AGREES THAT THE
FOREGOING CONSIDERATION REPRESENTS SETTLEMENT IN FULL OF ALL OUTSTANDING
OBLIGATIONS OWED TO EXECUTIVE BY COMPANY AND ITS OFFICERS, DIRECTORS, MANAGERS,
SUPERVISORS, AGENTS AND EMPLOYEES RELATING TO HIS EMPLOYMENT BY THE COMPANY.
EXECUTIVE, ON HIS OWN BEHALF, AND ON BEHALF OF HIS RESPECTIVE HEIRS, FAMILY
MEMBERS, EXECUTORS, AGENTS, AND ASSIGNS, HEREBY FULLY AND FOREVER RELEASES
COMPANY AND ITS OFFICERS, DIRECTORS, MANAGERS, AGENTS, EMPLOYEES, INVESTORS,
STOCKHOLDERS, ADMINISTRATORS, AFFILIATES, DIVISIONS, SUBSIDIARIES, PREDECESSOR
AND SUCCESSOR CORPORATIONS, AND ASSIGNS, FROM, AND AGREES NOT TO SUE CONCERNING,
ANY CLAIM, DUTY, OBLIGATION OR CAUSE OF ACTION RELATING TO ANY MATTERS OF ANY
KIND, WHETHER PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, THAT
EXECUTIVE MAY POSSESS ARISING FROM ANY OMISSIONS, ACTS OR FACTS THAT HAVE
OCCURRED UP UNTIL AND INCLUDING THE EFFECTIVE DATE OF THIS AGREEMENT RELATING TO
HIS EMPLOYMENT BY THE COMPANY