SET FORTH IN SECTION 9 HEREIN AFTER A
30-DAY NOTICE AND OPPORTUNITY TO CURE PERIOD; (B) WILLFUL MISCONDUCT WHICH IS
MATERIALLY INJURIOUS TO THE COMPANY; OR (C) THE CONVICTION OF A FRAUD OR FELONY
OR CRIMINAL OFFENSE INVOLVING DISHONESTY OR MORAL TURPITUDE OR BREACH OF TRUST.
IF THE COMPANY TERMINATES SZYCHER'S EMPLOYMENT DURING THE TRANSITION PERIOD WITH
CAUSE, SZYCHER SHALL NOT BE
1
ENTITLED TO RECEIVE THE FINAL PAYMENT SET FORTH BELOW, AND ANY ENTITLEMENT(S)
SZYCHER HAS, MIGHT HAVE, HAD, OR MIGHT HAVE HAD TO COMPENSATION, BONUSES, WAGES,
OR PARTICIPATION IN ANY BENEFIT PLAN, POLICY, PROGRAM, COMPENSATION AGREEMENT OR
PRACTICE OF THE COMPANY, SHALL TERMINATE IMMEDIATELY, EXCEPT AS REQUIRED BY LAW
AND PROVIDED THAT HIS STOCK OPTIONS SHALL BE GOVERNED BY THE TERMS THEREOF.
3.
SEPARATION FROM EMPLOYMENT.
EFFECTIVE ON THE EARLIER OF
SZYCHER'S TERMINATION IN ACCORDANCE WITH PARAGRAPH 2 OR AUGUST 7, 2007 (THE
"SEPARATION DATE"), SZYCHER'S EMPLOYMENT WITH THE COMPANY SHALL CEASE.
THE
PARTIES AGREE THAT THIS CESSATION OF EMPLOYMENT SHALL CONSTITUTE A "VOLUNTARY
TERMINATION" BY SZYCHER AS THAT TERM IS DEFINED IN SECTION 3 OF THE
NONCOMPETITION AGREEMENT EXECUTED BY THE PARTIES ON OR ABOUT MARCH 27, 1998 (THE
"NONCOMPETITION AGREEMENT").
ON THE SEPARATION DATE, THE COMPANY SHALL PAY TO
SZYCHER ALL SALARY EARNED AND ALL UNUSED VACATION TIME AS OF THE SEPARATION
DATE.
ON OR SHORTLY AFTER THE SEPARATION DATE, THE PARTIES AGREE TO EXECUTE THE
RELEASE, WHICH SHALL COVER THE DURATION OF THE TRANSITION PERIOD.
4.
FINAL PAYMENT.
FOLLOWING THE SEPARATION DATE, FOLLOWING THE
COMPANY'S RECEIPT OF THE FULLY-EXECUTED RELEASE, AND PROVIDED SZYCHER'S
EMPLOYMENT WAS NOT TERMINATED FOR CAUSE, THE COMPANY WILL ISSUE TO SZYCHER A
ONE-TIME PAYMENT OF $49,000, LESS APPLICABLE TAXES AND WITHHOLDINGS (THE "FINAL
PAYMENT").
THE FINAL PAYMENT WILL BE PAID IN A LUMP SUM, NO LATER THAN TEN (10)
DAYS FOLLOWING EXPIRATION OF THE REVOCATION PERIOD SET FORTH IN PARAGRAPH 5 OF
THE RELEASE.
5.
HEALTH AND LIFE INSURANCE BENEFITS.
SZYCHER MAY ELECT TO
CONTINUE HIS CURRENT GROUP MEDICAL AND/OR DENTAL INSURANCE COVERAGE FOLLOWING
THE SEPARATION DATE, PROVIDED HE OR HIS ELIGIBLE DEPENDENT(S) REMAIN ELIGIBLE
FOR SUCH COVERAGE UNDER THE FEDERAL LAW KNOWN AS COBRA.
IF SZYCHER ELECTS SUCH
CONTINUATION COVERAGE, AND PROVIDED SZYCHER'S EMPLOYMENT WAS NOT TERMINATED FOR
CAUSE, THE COMPANY WILL CONTINUE TO PAY ON HIS BEHALF THE SAME PORTION OF
PREMIUMS THAT IT PAYS FOR ACTIVE EMPLOYEES WITH THE SAME COVERAGE, THROUGH THE
EARLIER OF (I) FEBRUARY 28, 2008 OR (II) THE DATE SZYCHER BECOMES INELIGIBLE FOR
COBRA COVERAGE.
INFORMATION OUTLINING SZYCHER'S RIGHTS AND RESPONSIBILITIES
UNDER COBRA WILL BE FORWARDED TO HIM ON OR NEAR THE SEPARATION DATE.
For 12 months following the Separation Date, and provided Szycher's employment
was not terminated for Cause, the Company further agrees to provide Szycher with
life insurance in the amount of 150% of $325,000, the full premium of which
shall be paid by the Company.
Following the Separation Date, any entitlement Szycher has, might have, had, or
might have had to compensation, bonuses, wages, or participation in any benefit
plan,