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