to the terms set forth below.
The remainder of this letter proposes an agreement (the "Agreement") between you
and the Company.
The purpose of this Agreement is to establish an amicable
arrangement for ending your employment relationship, including releasing the
Company and related persons or entities from any claims and permitting you to
receive separation pay, related benefits and enhanced equity rights.
If you agree to the terms of this Agreement, you acknowledge that you are
entering into this Agreement voluntarily.
By entering into this Agreement, you
understand that the Company is not admitting in any way that it violated any
legal obligation that it owed to you.
With those understandings, you and the
Company agree as follows:
SEPARATION FROM EMPLOYMENT
This confirms that your employment and any and all other positions that you held
with the Company as an officer, director or otherwise, shall terminate effective
on the Separation Date.
SEVERANCE BENEFITS
SEVERANCE PAY.
THE COMPANY SHALL PAY YOU SEVERANCE PAY ("SEVERANCE PAY")
CONSISTING OF SALARY CONTINUATION AT YOUR FINAL BASE SALARY RATE OF $175,000 PER
YEAR UNTIL THE EARLIER OF: (A) THE SIX MONTH PERIOD FROM THE DATE IMMEDIATELY
FOLLOWING THE SEPARATION DATE, OR (B) YOU BECOME RE-EMPLOYED (THE "SEVERANCE
PERIOD").
THE COMPANY SHALL PAY YOU SEVERANCE PAY ON ITS REGULAR PAYROLL DATES
APPLICABLE TO YOUR POSITION WITH THE COMPANY, PROVIDED THAT THE COMPANY IS NOT
OBLIGATED TO INCLUDE YOU ON THE PAYROLL BEFORE THE EFFECTIVE DATE OF THIS
AGREEMENT AS DEFINED IN SECTION 22.
IF THE COMPANY DOES NOT MAKE ONE OR MORE
PAYMENTS OF SEVERANCE PAY ON A REGULAR PAYROLL DATE BECAUSE THIS AGREEMENT HAS
NOT YET BECOME EFFECTIVE, THE COMPANY SHALL MAKE ALL SUCH MISSED PAYMENTS BY THE
FIRST PAYROLL DATE AFTER THE AGREEMENT BECOMES EFFECTIVE.
HEALTH BENEFITS.
YOUR RIGHTS AND OBLIGATIONS UNDER COBRA ARE EXPLAINED IN A
SEPARATE LETTER TO YOU DESCRIBING YOUR MEDICAL AND DENTAL INSURANCE CONTINUATION
RIGHTS UNDER COBRA.
TO CONTINUE YOUR MEDICAL AND DENTAL INSURANCE COVERAGE, YOU
MUST ELECT COBRA CONTINUATION COVERAGE.
IF YOU ELECT COBRA CONTINUATION
COVERAGE AND PROVIDED THAT YOU AND YOUR BENEFICIARIES REMAIN ELIGIBLE FOR COBRA
CONTINUATION COVERAGE, THE COMPANY SHALL CONTINUE TO PAY FOR MEDICAL AND DENTAL
INSURANCE PREMIUMS FOR COVERAGE OF YOU AND YOUR BENEFICIARIES TO THE SAME EXTENT
AS IF YOU HAD REMAINED EMPLOYED TO THE END OF THE SEVERANCE PERIOD.
YOU WILL BE
RESPONSIBLE FOR THE REMAINING PORTION OF SUCH COVERAGE AS IF YOU REMAINED
EMPLOYED.
YOU HEREBY AUTHORIZE THE DEDUCTION OF THE PORTION FOR WHICH YOU ARE
RESPONSIBLE FROM YOUR SEVERANCE PAY.
IF YOU ELECT COBRA CONTINUATION COVERAGE,
YOU MAY CONTINUE COVERAGE FOR YOURSELF AND ANY BENEFICIARIES AFTER THE END OF
THE SEVERANCE PERIOD AT YOUR OWN EXPENSE FOR THE REMAINDER OF THE COBRA PERIOD,
TO THE EXTENT YOU AND THEY REMAIN ELIGIBLE.
LUMP SUM PAYMENT.
PURSUANT TO THE TERMS OF THE 2007 EXECUTIVE COMPENSATION PLAN
FOR JEFF LIOTTA, VICE PRESIDENT OF ENGINEERING (THE "BONUS PLAN"), YOU MUST BE
ACTIVELY EMPLOYED AT THE TIME A PAYOUT IS MADE TO RECEIVE A 2007