Separation Agreement and General Release of
Claims
Severance
Benefit
In return for
the execution of this Separation Agreement and General Release, I,
David L. Weinberg (referred to below as “I”,
“me”, “my” or the “Employee”)
will receive a separation payment to which I am not otherwise
entitled that is equal to my annual base salary in effect on the
date hereof. My separation payment, less applicable deductions,
will be paid out in twenty-four (24) equal payments over twelve
months, beginning January 15, 2007. In further return for my
execution of this Separation Agreement and General Release, my
stock option grants numbered 440, 522, 523, 630, 761, 824, 919,
907, and 920 that are vested on December 31, 2006, will remain
exercisable until their original dates of expiration and I
will have the full term from the time of the grant in order to
exercise all vested awards (subject to termination based on the
applicable plan provisions other than those related to termination
of employment).
This Separation
Agreement and Release of Claims will be effective on the later date
of the signatures below.
In
consideration of the receipt of the Severance Benefit described
above, I agree as follows:
Other than as
set forth in the attached letter, the Company shall have no other
financial obligations to me under any compensation or benefit plan,
program or policy and my participation in the Company compensation
and benefit plans, programs and policies shall cease as of December
31, 2006, except that: (1) I shall have such right to continue
group health plan coverage as is provided under the Consolidated
Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or
a comparable state law; and (2) this Separation Agreement and
General Release is not intended to cover any claim for benefits to
which I am entitled, if any, under the Company’s 401(k)
Plan.
From time to
time the Company finds it necessary or advisable to contact former
employees to discuss matters about which they might have knowledge
that are relevant to ongoing matters of the Company or otherwise
related to their employment period. Accordingly, I agree that I
will cooperate in all reasonable respects and generally make myself
available to speak with Company employees and counsel, give
testimony, and provide assistance in connection with any matter
that relates to my employment period, including litigation,
arbitration proceedings, government hearings or investigations
involving the Company, or any other matter, provided that with
regard to matters not involving litigation or potential litigation,
this provision shall not apply after one (1) year from the
date hereof. The Company will, to the extent feasible, use
reasonable business efforts to limit itself to telephonic and email
inquiries of a total of four (4) or fewer hours per week during the
initial three months of this agreement and otherwise provide me
with reasonable notice in the event my assistance is required. In
connection with any cooperation where the Company requires me to be
available in person, the Company will reimburse me for my
reasonable travel, meal and lodging expenses. My entitlement to
reimbursement of expenses pursuant to this paragraph 16 shall in no
way affect other rights I may have to be indemnified and/or
advanced expenses, provided that in no event shall there be any
duplication of indemnification and/or expense reimbursement. I will
not be entitled to any other compensation for cooperation, except
as otherwise provided under my Indemnification Agreement with the
Company dated April 8, 2004.
|
|
A.
|
In exchange for
the consideration described above, I agree to release and forever
discharge the Company, its subsidiaries and affiliates and their
parent organizations, predecessors, successors, officers,
directors, employees, agents, attorn
|
|
