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<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
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