Re: Separation Agreement and Release Agreement

1.     

If you sign and return this Separation Agreement and Release (including Attachment A) by January 16, 2009, you will receive the pay and benefits set forth in subsections a–f below and the terms and conditions set forth in paragraphs 1–14 of this agreement will become applicable and will be in full force and effect. All other benefits will cease upon your Termination Date (as defined below) in accordance with the plan documents. You acknowledge that other than the amounts set forth below, you are entitled to no further payments from the Company including any further payments under your employment agreement as amended (“Employment Agreement”) or under any other severance plan or agreement. You further acknowledge that you have received payment in full for all services rendered in conjunction with your employment by the Company, including payment for all wages and unused paid time off, and that no other compensation is owed to you except as provided herein.

a. All wages accrued through the Termination Date will be paid to you on the next pay period following the Termination Date. Also, all unused paid time off accrued through the Termination Date will be paid to you on the Company’s regular payday immediately following the Termination Date. The amount payable to you for unused paid time off accrued through the Termination Date will total approximately $7,827.

b. You will be reimbursed for all reasonable and documented business expenses within thirty (30) days after you submit documentation evidencing such expenses.

c. You will receive severance payments paid as salary continuation for a three month period (13 weeks) following your Termination Date for a gross total of $48,750. Payments will be made in accordance with the Company’s regularly established payroll procedures or, at any time, the Company may accelerate and pay any remaining balance in a lump sum payment.

d. Should you elect to continue receiving group medical insurance pursuant to the federal “COBRA” law, 29 U.S.C. § 1161 et seq. , the Company will, until the earlier of (i) the three month anniversary of your Termination Date or (ii) the date on which you cease to be eligible for continuation coverage under COBRA, continue to pay it’s regular share of the COBRA continuation payment for health, dental, and optical coverage.

e. You will have ninety (90) days following the Termination Date to exercise any vested stock rights you may have, subject to any generally applicable changes to the Company’s stock options. All unvested stock rights will be cancelled on the Termination Date.

f. Notwithstanding the foregoing, your non-competition obligations under Section 6 of the Proprietary Information, Developments, Non-Competition and Non-Solicitation Agreement you executed on March 27, 2007 (“Restrictive Covenant Agreement”) will remain effect except that the period described in Paragraph 6 of that agreement shall be in effect only for a period of three (3) months following your Termination Date, rather than the twelve (12) months provided.

2.     

Termination Date - Your effective date of termination from the Company is January 16, 2009 (the “Termination Date”).

3.

Return of Company Property - You confirm that, by the Termination Date, you will have returned to the Company all keys, files, records (and copies thereof), equipment, Company identification and any other Company-owned property in your possession or control and have left intact all electronic Company documents, including but not limited to those which you developed or helped to develop during your employment. You further confirm that, by the Termination Date, you will have cancelled all accounts for your benefit, if any, in the Company’s name, including but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts, computer accounts, and subscriptions.

4.

Non-Disparagement - You understand and agree that, as a condition for payment to you of the consideration herein described, you shall not make any deliberately false, disparaging or derogatory statements to any media outlet, industry group, financial institution or current or former employee, consultant, client or customer of the Company regarding the Company or any of its directors, officers, employees, agents or representatives or about the Company’s business affairs and financial condition; provided , however , that nothing herein shall prevent you from making truthful disclosures to any governmental entity or in any litigation or arbitration.

5.

Amendment - This letter agreement shall be binding upon the parties and may not be modified in any manner, except by an instrument in writing of concurrent or subsequent date signed by duly authorized representatives of the parties hereto. This Separation Agreement and Release is binding upon and shall inure to the benefit of the parties and their respective agents, assigns, heirs, executors, successors and administrators.

6.

Waiver of Rights - No delay or omission by the Company in exercising any right under this Separation Agreement and Release shall operate as a waiver of that or any other right. A waiver or consent given by the Company on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

7.     

Validity - Should any provision of this Separation Agreement and Release be declared or be determined by any court of competent jurisdiction to be illegal or invalid, the validity of the remaining parts, terms or provisions shall not be affected thereby and said illegal or invalid part, term or provision shall be deemed not to be a part of this letter agreement.

8.

Confidentiality - To the extent permitted by law, you understand and agree that as a condition for payment to you of the benefits herein described, the terms and contents of this letter agreement, and the contents of the negotiations and discussions resulting in this separation agreement and release shall be maintained as confidential by you and your agents and representatives and shall not be disclosed to any third party except to the extent required by federal or state law or as otherwise agreed to in writing by the Company, provided , however , that nothing herein shall prevent you from making truthful disclosures to any governmental entity or in any litigation or arbitration