Mr. Thor
Thorsteinson
3401 Brantley Oaks Drive
Fort Myers, FL 33905
In accordance with
our discussions, your employment is being terminated as of
July 31, 2008 (the “Termination Date”) in
circumstances entitling you to the benefits described in your
Severance Compensation Agreement dated April 1, 2002
(“Severance Agreement”). I have described below the
separation arrangements we have discussed.
Severance
Payments. In accordance with the terms of your Severance
Agreement, you are entitled to severance payments equal to US$
136,140. This amount is payable on February 1,
2009.
Noncompete
Payment. In addition, you are entitled to a payment of US$
916,140 in exchange for the non-compete obligations described in
Section 13 of the Severance Agreement. The non-compete period
described in the Severance Agreement starts on August 1, 2008
and extends for two years.
Consulting
Agreement. The Company has offered to retain you to provide
consulting services pursuant to the terms of the attached draft
agreement for consideration not to exceed US$ 380,000. In addition,
under the terms of that agreement, you would agree to extend your
non-compete obligations by one year, beginning on August 1,
2010, and ending on July 31, 2011, for a payment of US$
400,000 . The noncompete payments for the entire three-year period,
will be paid in two equal installments, US$ 658,070 on
February 1, 2009, and US$ 658,070 on August 1,
2009.
Waiver and
Release Agreement. In exchange for the severance
arrangements described above, you will be required to sign a Waiver
and Release Agreement. A proposed Waiver and Release Agreement is
enclosed for your review. This Agreement should be signed on or
after your last day of employment (July 31, 2008). You have
forty-five days after your Termination Date to decide whether to
sign it. After you sign it, you have a seven-day revocation period.
Any revocation must be made in writing and submitted within the
seven-day period to Jim Wright. You will not be entitled to
the
Mr. Thor
Thorsteinson
Page 2
June , 2008
benefits
described above until the seven-day period has expired. We
recommend that you review the Waiver and Release Agreement with an
attorney (at your own expense).
Benefit
Continuation. You are also entitled to continue to receive
all group benefits (other than disability insurance benefits),
until the earlier
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