AS THE CASE MAY BE, BELIEVE IN GOOD FAITH
TO BE VALID.
EXECUTIVE FURTHER CONFIRMS THAT HE IS NOT AWARE OF, AND HAS NO KNOWLEDGE OF, ANY
FACTS OR CIRCUMSTANCES THAT MAY REASONABLY GIVE RISE TO, OR SERVE AS THE BASIS
FOR, ANY CLAIMS, ACTIONS OR CAUSES OF ACTION OF ANY KIND OR NATURE, WHETHER
DIRECT OR INDIRECT, BY EXECUTIVE (OR ANYONE AFFILIATED OR ASSOCIATED WITH
EXECUTIVE PERSONALLY OR PROFESSIONALLY) AGAINST THE COMPANY, THE BOARD OF
DIRECTORS, THE COMPANY'S MANAGEMENT, DURUS OR ANYONE AFFILIATED OR ASSOCIATED
WITH DURUS (WHETHER IN CONNECTION WITH THE COMPANY'S NORMAL BUSINESS AND
OPERATIONS OR ANY OTHER MATTER INCLUDING THE TRANSACTIONS CONTEMPLATED BY THE
PURCHASE AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS), INCLUDING ANY CLAIMS
THAT EXECUTIVE MAY HAVE FOR COMPENSATION OR BENEFITS FROM THE COMPANY, EXCEPT
FOR (I) PAYMENTS OR BENEFITS SPECIFICALLY PROVIDED TO EXECUTIVE HEREIN; (II)
RIGHTS TO INDEMNIFICATION THAT EXECUTIVE MAY HAVE AS A FORMER OFFICER OF THE
COMPANY AND MEMBER OF THE COMPANY'S BOARD OF DIRECTORS UNDER THE COMPANY'S
CERTIFICATE OF INCORPORATION AND BYLAWS, THE GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE, AS AMENDED, AND PURSUANT TO THE TERMS AND CONDITIONS OF THAT
CERTAIN INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY AND EXECUTIVE; AND (III)
ANY RIGHTS THAT EXECUTIVE MAY HAVE UNDER THE COMPANY'S DIRECTORS AND OFFICERS
LIABILITY INSURANCE POLICIES FROM TIME TO TIME IN EFFECT THAT ARE APPLICABLE TO
EXECUTIVES SERVICE AS AN OFFICER AND MEMBER OF THE BOARD OF DIRECTORS.
2.
TERMINATION OF EMPLOYMENT. EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY SHALL CONTINUE UNTIL APRIL 30, 2006. EXECUTIVE SHALL CONTINUE TO RECEIVE
HIS BASE SALARY AND EMPLOYEE BENEFITS, AS CURRENTLY ENROLLED, THROUGH THE
SEPARATION DATE. AS OF THE SEPARATION DATE, EXECUTIVE SHALL RECEIVE HIS FINAL
PAYCHECK, AND ALL BENEFITS AND PERQUISITES OF EMPLOYMENT SHALL CEASE, EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT.
3.
SEVERANCE PAYMENTS. IN EXCHANGE FOR THE COVENANTS PROVIDED IN
THIS AGREEMENT, THE COMPANY SHALL PROVIDE EXECUTIVE WITH THE FOLLOWING SEVERANCE
PAYMENTS:
(A)
A LUMP SUM PAYMENT EQUAL TO $368,000.00, LESS APPLICABLE TAXES AND
WITHHOLDINGS; AND
(B)
A LUMP SUM PAYMENT EQUAL TO $15,300, LESS APPLICABLE TAXES AND
WITHHOLDINGS, WHICH EXECUTIVE MAY USE TO PAY FOR ANY INSURANCE PREMIUMS THAT HE
INCURS AS A RESULT OF HIS ELECTION TO CONTINUE HIS HEALTH INSURANCE COVERAGE
UNDER COBRA;
Executive acknowledges and agrees that the foregoing payments exceed the amount
to which he would otherwise be entitled, and that they fully satisfy and
discharge any deferred compensation or other payment obligations to Executive.
The severance payments described in subsections (a)-(b) above shall be paid to
Executive within ten (10) days following the later of April 30, 2006, or the
date this Agreement and a Consulting Agreement between the Executive and the
Company are effective (the "Separation Date"), provided Executive does not
revoke this Agreement pursuant to Section 5(c) below. Executive understands and
agrees that his receipt of the severance payments described in subsections
(a)-(b) above is contingent upon his continued compliance with his obligations
under Sections 6(a)-(c) below (and the sections of the Severance Agreement