IN A TOTAL AMOUNT EQUAL TO $364,336.50, LESS
APPLICABLE WITHHOLDING, WHICH WILL BE PAID AS FOLLOWS: AN INITIAL LUMP SUM IN
THE AMOUNT OF $182,331.75 TO BE PAID WITHIN FOURTEEN (14) DAYS OF COHEN'S
EXECUTION OF THIS AGREEMENT AND THE BALANCE TO BE PAID IN TWELVE (12) EQUAL
MONTHLY INSTALLMENTS. AS COHEN'S EMPLOYMENT TERMINATED ON OCTOBER 31, 2004, THE
COMPANY AGREES THAT THE INITIAL INSTALLMENT PAYMENT TO BE PAID IN JANUARY 2005,
PRIOR TO JANUARY 15, 2005, SHALL INCLUDE THE MONTHLY INSTALLMENT PAYMENTS FOR
NOVEMBER 2004, DECEMBER 2004 AND JANUARY 2005. THEREAFTER, THE REMAINING NINE
(9) MONTHLY INSTALLMENT PAYMENTS MADE IN ACCORDANCE WITH THIS SECTION WILL BE
MAILED TO COHEN AT COHEN'S HOME ADDRESS OF RECORD ON OR BEFORE THE 15TH DAY OF
EACH MONTH A PAYMENT IS DUE.
8.
THE PARTIES ACKNOWLEDGE THAT THE SUMS AND BENEFITS SET FORTH IN
SECTIONS 3, 4, AND 7 ABOVE REPRESENT AMOUNTS IN ADDITION TO ANYTHING OF VALUE TO
WHICH COHEN IS OTHERWISE ENTITLED AND ARE PROVIDED IN CONSIDERATION FOR THE
EXECUTION OF THIS AGREEMENT.
3
9.
IN RESPONSE TO ANY INQUIRIES FROM FUTURE OR PROSPECTIVE EMPLOYERS
CONCERNING COHEN, IT IS AGREED THAT THE PARTIES WILL CONFIRM ONLY THAT COHEN
RESIGNED, DATES OF EMPLOYMENT, TITLES OF POSITIONS HELD, AND SALARY.
10.
COHEN AGREES THAT HE WILL COOPERATE WITH THE COMPANY AND ITS
COUNSEL WITH RESPECT TO ANY MATTER (INCLUDING LITIGATION, INVESTIGATION, OR
GOVERNMENTAL PROCEEDING) WHICH RELATES TO MATTERS WITH WHICH COHEN WAS INVOLVED
DURING THE PERIOD IN WHICH HE WAS EMPLOYED OR ENGAGED AS A CONSULTANT BY THE
COMPANY, INCLUDING FULL DISCLOSURE OF ALL RELEVANT INFORMATION AND TRUTHFULLY
TESTIFYING ON THE COMPANY'S BEHALF IN CONNECTION WITH ANY SUCH PROCEEDING OR
INVESTIGATION. COHEN WILL RENDER SUCH COOPERATION IN A TIMELY MANNER AND AT SUCH
TIMES AND PLACES AS MAY BE MUTUALLY AGREEABLE TO THE PARTIES. THE COMPANY AGREES
THAT ANY REQUEST FOR COOPERATION TO COHEN WILL BE REASONABLE AND WILL NOT BE
UNDULY BURDENSOME TO COHEN. COHEN AGREES THAT HE WILL PROMPTLY NOTIFY THE
COMPANY IF HE IS CONTACTED FOR AN INTERVIEW OR IF HE RECEIVES A SUBPOENA IN ANY
MATTER RELATING IN ANY WAY TO HIS EMPLOYMENT WITH THE COMPANY AND, IN SUCH
EVENT, THE COMPANY, UPON REQUEST FROM COHEN, AGREES TO PROVIDE IN ITS DISCRETION
(NOT TO BE UNREASONABLY WITHHELD) REASONABLE ACCESS TO INFORMATION AND DOCUMENTS
WITHIN ITS CONTROL. BOTH THE COMPANY AND COHEN FURTHER AGREE THAT THEY WILL NOT
INITIATE ANY COMMUNICATION WITH A MEMBER OF THE PRESS REGARDING COHEN'S
EMPLOYMENT WITH THE COMPANY AND THAT IF THEY ARE CONTACTED BY THE PRESS FOR ANY
SUCH INFORMATION, THEY WILL DECLINE COMMENT. UPON SUBMISSION OF APPROPRIATE
DOCUMENTATION, COHEN SHALL BE REIMBURSED BY THE COMPANY FOR REASONABLE TRAVEL,
LODGING, MEALS, AND TELECOMMUNICATIONS EXPENSES INCURRED IN COOPERATING WITH THE
COMPANY UNDER THE TERMS OF THIS PROVISION. NOTWITHSTANDING THE ABOVE, COHEN
RETAINS THE RIGHT TO A GOOD FAITH ASSERTION OF ANY APPLICABLE PRIVILEGE.
11.
THE PARTIES AGREE THAT THE TERMS OF THIS AGREEMENT SHALL REMAIN
COMPLETELY CONFIDENTIAL, AND THAT THEY WILL NOT DISCLOSE THE