THE REQUIRED PREMIUMS FOR UP TO TWELVE (12) MONTHS OF
CONTINUING COVERAGE UNDER THE COMPANY'S EXISTING HEALTH PROGRAMS PURSUANT TO THE
HEALTH CARE CONTINUATION RULES OF THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION
ACT OF 1985 ("COBRA"), PROVIDED THAT EXECUTIVE REMAINS ELIGIBLE FOR AND ELECTS
TO RECEIVE SUCH COBRA CONTINUATION FOR SUCH PERIOD FOLLOWING THE SEPARATION
DATE.
ANY PERIOD OF CONTINUATION COVERAGE HEREUNDER SHALL BE CREDITED AGAINST
EXECUTIVE'S CONTINUATION COVERAGE RIGHTS UNDER COBRA.
IF EXECUTIVE CONTINUES,
TO THE EXTENT PERMITTED BY LAW, TO AVAIL HIMSELF OF CONTINUATION COVERAGE UNDER
COBRA FOLLOWING THE EXPIRATION OF THE TWELVE (12) MONTH PERIOD REFERRED TO IN
THIS SECTION 2(D), EXECUTIVE SHALL BEAR THE FULL COST OF ANY SUCH CONTINUATION
COVERAGE.
THE COMPANY'S OBLIGATION TO REIMBURSE EXECUTIVE UNDER THIS
SECTION 2(D) IS CONDITIONED ON EXECUTIVE'S TIMELY AND CORRECT COMPLETION OF ANY
AND ALL COBRA ELECTION FORMS AS MAY BE REQUIRED BY THE COMPANY OR ITS
THIRD-PARTY INSURER.
(E)
OUTPLACEMENT.
EXECUTIVE SHALL BE PROVIDED
WITH OUTPLACEMENT SERVICES THROUGH THE EXECUTIVE (12 MONTH) PROGRAM WITH
CHALLENGER, GRAY & CHRISTMAS, INC. (THE "PROGRAM").
THESE SERVICES SHALL BE
PAID FOR IN FULL BY THE COMPANY, SHALL BE AVAILABLE TO EXECUTIVE IMMEDIATELY
FOLLOWING THE SEPARATION DATE AND BEGIN WHEN EXECUTIVE OFFICIALLY STARTS THE
PROGRAM.
(F)
STOCK OPTIONS.
EXECUTIVE'S EIGHTY
THOUSAND (80,000) VESTED AND OUTSTANDING STOCK OPTIONS, AWARDED PURSUANT TO THE
STOCK OPTION AGREEMENT DATED OCTOBER 22, 2007 UNDER THE COMPANY'S 2007 EQUITY
INCENTIVE PLAN (THE "2007 EIP") SHALL REMAIN EXERCISABLE THROUGH JANUARY 31,
2010 AT WHICH TIME THEY SHALL EXPIRE IF UNEXERCISED.
ALL UNVESTED STOCK OPTIONS
HELD BY EXECUTIVE AS OF THE SEPARATION DATE SHALL BE FORFEITED AS OF THE
SEPARATION DATE.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE IS NOT ENTITLED TO
RECEIVE ANY ADDITIONAL EQUITY AWARDS OF ANY TYPE FROM THE COMPANY, UNDER THE
2007 EIP OR OTHERWISE.
THE PARTIES ACKNOWLEDGE AND AGREE THAT THE COMPANY MAKES
NO ASSURANCE THAT ANY PORTION OF THE FOREGOING OPTION AWARD SHALL RETAIN ITS
STATUS AS AN INCENTIVE STOCK OPTION UNDER SECTION 422 OF THE INTERNAL REVENUE
CODE OF 1986, AS AMENDED (THE "CODE").
(G)
EXECUTIVE ACKNOWLEDGEMENT.
THE EXECUTIVE
ACKNOWLEDGES THAT, SUBJECT TO FULFILLMENT OF ALL OBLIGATIONS PROVIDED FOR
HEREIN, EXECUTIVE HAS BEEN FULLY COMPENSATED BY THE COMPANY UNDER THE COMPANY'S
POLICIES, PRACTICES, AND RULES, AND ANY APPLICABLE LAW, AND THAT NOTHING IS OWED
TO EXECUTIVE WITH RESPECT TO SALARIES, BENEFITS OR ANY OTHER FORM OF
COMPENSATION WHETHER PURSUANT TO THE EMPLOYMENT AGREEMENT OR OTHERWISE.
THE
EXECUTIVE FURTHER ACKNOWLEDGES AND AGREES THAT THE SEVERANCE BENEFITS REFERRED
TO IN THIS SECTION 2 ARE CONSIDERATION FOR THE EXECUTIVE'S PROMISES CONTAINED IN
THIS AGREEMENT, AND THAT THE BENEFITS ARE ABOVE AND BEYOND ANY WAGES, SALARY,
SEVERANCE, OR OTHER SUMS TO WHICH THE EXECUTIVE IS ENTITLED FROM THE COMPANY
ABSENT EXECUTING THIS AGREEMENT.
2
(H)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT ALL
PAYMENTS MADE, AND THE BENEFITS PROVIDED, PURSUANT TO THIS AGREEMENT SHALL BE
SUBJECT TO ALL APPLICABLE TAX WITHHOLDING AND REPORTING REQUIREMENTS.
SECTION 3.
TERMINATION OF BENEFITS.
EXCEPT AS PROVIDED IN SECTION 2 ABOVE, EXECUTIVE'S PARTICIPATION IN ALL