<PAGE>
EXHIBIT 10.10
CONFIDENTIAL
December 17, 2004
Mr. Gerry J. Haak
The Town & Country Trust
100 South Charles Street
Baltimore, MD 21201
RE: SEPARATION AGREEMENT AND GENERAL RELEASE
Dear Gerry :
This
letter agreement (the "Agreement"), when signed by you, will
constitute a binding agreement between us
with respect to the terms of your
separation from employment with The Town
and Country Trust (the "Company"). You
are advised to consult with an attorney
prior to signing this Agreement. By
signing this Agreement, you will receive
significant, additional benefits that
you would not otherwise be entitled, and
you also will be waiving important
legal rights.
1.
You
acknowledge that you have resigned from your executive position
with the Company effective November 19,
2004 (the "Termination Date").
2.
You
acknowledge that you have been paid all of your earned salary
and accrued vacation through the
Termination Date, and that the Company has
fully reimbursed all of your business
expenses through such date.
3.
In return
for your promises in this Agreement, provided that you
sign the Agreement, do not revoke the
Agreement, and abide by its terms, the
Company will provide you with the following
separation benefits (the "Separation
Benefit") commencing with the Company's
first regular pay date following your
execution of this Agreement and continuing
as stated below unless you have
revoked the Agreement as set forth
herein:
(a) The Company
will continue to pay to you your salary, at the
rate of $265,000 per annum, payable bi-weekly, less deductions
and withholdings required or permitted by law, through
November 19, 2006.
<PAGE>
Mr. Gerry J. Haak
December 17, 2004
Page 2
(b) The Company
will pay to you a lump sum bonus payment in the
amount of $110,000 on the date that it normally pays bonuses
(on or about January 31, 2005), less deductions and
withholdings required or permitted by law, for the year ending
December 31, 2004.
(c) In
consideration of the immediate redemption of 8,334 unvested
stock options granted to you under the Company's Stock Option
Plan (which are scheduled to vest in January 2005), t he
Company will pay to you a lump sum bonus payment equal to the
difference between the exercise price of such options and the
stock price of such options on such date as such options would
have vested under the terms of the Company's Stock Option Plan
(January 31, 2005). This lump sum bonus payment will be made
to you by the Company within a reasonable time-frame following
the date upon which such options would have vested.
(d) The Company
agrees to forgive one loan that you have with the
Company with an outstanding balance of $31,603.05 as of
February 2004. With regard to a second loan you have with the
Company with a current balance of $32,071.17, the Company
agrees to offset the total balance of this second loan against
your lump sum bonus payment for calendar year 2004, as set
forth in paragraph 3(b) above.
(e) The Company
agrees to waive any vesting requirements for 5,500
shares of restricted stock and that the shares of restricted
stock will vest as of the Termination Date.
(f) The Company
will continue to make contributions on your behalf
for group heath and dental insurance through the earliest of
the following dates (i) 18 months after Termination date, or
(ii) the date on which you commence employment with a new
employer that has heath insurance benefits. In the event that
you have not begun working for an employer with health
insurance benefits within 18 months after your Termination
Date, the Company will pay you, at such time, a lump sum
amount equivalent to the Company's COBRA premiums for an
additional 6 months.
(g) You agree
that the split-dollar life insurance policy ("SERP")
that the Company maintains on your behalf will be governed by
the Agreements between you and the Company that are already in
place regarding the same, except that the time-frame for your
repayment of life insurance premiums paid on your behalf by
the Company will be extended until you reach age 65 and you
will be charged interest at a yearly rate of 4.68% for the
term of such repayment.
<PAGE>
Mr. Gerry J. Haak
December 17, 2004
Page 3
(h) The Company
will continue to permit your use of the Company
automobile in your possession, at your sole operating expense
(such cost to include gas, repairs and maintenance, but it is
understood and agreed that while the automobile is titled in
the Company's name, the Company will continue to maintain
fleet insurance on the automobile at the same levels it
currently has), and the Company will transfer the title of
that automobile to you, without cost to you, as of November
19, 2006.
(i) You will be
permitted to retain possession of your cell phone
and the Company-owned computer presently in your home.
(j) The Company
will provide you with outplacement services up
through November 19, 2005. These outplacement services must be
mutually agreeable to both you and the Company.
(k) The Company
agrees to reimburse you for legal and financial
consulting fees incurred with respect to the review and
negotiation of this Agreement, up to a limit of $10,000. The
Company shall not reimburse you for any attorneys' fees
incurred in connection with contesting this Agreement.
4.
In
consideration for the Separation Benefit and other benefits
contained in this Agreement, on behalf of
yourself and your heirs, family
members, executors, administrators,
successors and assigns, you hereby fully and
forever release and discharge the Company
(which for purposes of such waiver,
release and discharge is deemed to include
its present and former officers,
directors, employees, agents, investors,
shareholders, administrators,
representatives, affiliates, divisions,
subsidiaries, parent corporations,
predecessor and successor corporations and
assigns) from any and all liability
for any claim, duty, obligation, cause of
action or damages (collectively
"claims"), whether presently known or
unknown, suspected or unsuspected, that
you may possess arising from any omission,
act or fact arising out of your
employment with the Company or the
termination thereof, that has occurred from
the beginning of time up to and including
the date you sign this Agreement. Such
released claims include, but are not
limited to:
(a) any claims
for wages, separation pay, severance pay, bonuses,
accrued vacation, personal days, holidays, stock, stock
options, attorneys' fees, costs or expenses;
(b) any other
claims arising out of your employment with the
Company or the termination thereof;
(c) any claims
arising under the common law including, without
limitation, all claims pursuant to public policy or tort law;
<PAGE>
Mr. Gerry J. Haak
December 17, 2004
Page 4
(d) all claims
arising under any agreement, contract (express or
implied), understanding or promise (whether oral or written)
between you and the Company;
(e)
any claims
arising under any federal, state or local
constitution, statute, regulation or ordinance, each as
amended to the date hereof, including, without limitation,
Title VII of the Civil Rights Act of 1964; the Civil Rights
Act of 1991; the Age Discrimination in Employment Act of 1967;
the Americans with Disabilities Act of 1990; the Equal Pay
Act; the Family and Medical Leave Act of 1993; the Maryland
Fair Employment Practices Act; and
(f) any claim
for any other loss or damage.
5.
You
acknowledge that the Separation Benefit provided to you under
this Agreement exceeds any payment, benefit
and/or other thing of value to which
you might otherwise be entitled pursuant to
any policy, plan or procedure of the
Company or pursuant to any prior agreement
or contract with the Company. You
specifically acknowledge that among the
rights and claims against the Company
that you are waiving are all your rights
and claims under the Age Discrimination
in Employment Act of 1967, as amended. You
understand that you are not waiving
any rights or claims that arise after the
effective date of this Agreement and
that you are not releasing the Company with
respect to any rights you may have
under any employee benefit plans as defined
in Section 3(3) of ERISA.
6.
The
Company agrees to release any and all claims that it may
possess
against you as of this date, provided that
you sign this Agreement, do not
revoke it, and abide by its terms. The
Company further hereby releases, waives,
discharges and gives up any and all rights
which it may have against you arising
out of your employment with the Company or
termination therefrom or during your
tenure and in any of
