Cathxxxxx X. Xxxxxx xxxll have full power to appoint, effective at the date of her death, the entire principal and any undistributed income of Trust C, or any portion thereof, to her estate, or to any person or persons or any corporation or corporations.
Cathxxxxx X. Xxxxxx xxxll have the power to withdraw, at any one time or from time to time, any part or all of the principal of Trust C upon first giving written notice to the Trustee of her intention to withdraw.
Cathxxxxx X. Xxxxxx ----------------------- Cathxxxxx X. Xxxxxx Capitol Multimedia, Inc., a Delaware corporation /s/ Igor X. Xxxxxxx ------------------- By: Igor X. Xxxxxxx Its: Chief Executive Officer 4 Cathxxxxx X. Xxxxxx Xxxexxxxx Xxxeement Option Schedule Options Granted per Severance Agreement and pursuant to the Options Previously Granted Company's Amended and Restated 1991 Employee Stock Option Plan -------------------------- -------------------------------------------------------------- Number of Shares Exercise Price Date Expiration Number of Shares Exercise Price Date Expiration Underlying Option Per Share Exercisable Date Underlying Option Per Share Exercisable Date ----------------- -------------- ----------- ---------- ----------------- -------------- ----------- ---------- 1,172 $3.9625 9/13/95 4/1/97 1,172 $3.9625 2/28/97 4/1/97 1,004 $3.9625 9/13/95 4/1/98 1,004 $3.9625 2/28/97 4/1/98 15,000 $3.9625 9/13/95 3/31/00 15,000 $3.9625 2/28/97 3/31/00 15,000 $3.9625 4/1/96 3/31/01 15,000 $3.9625 2/28/97 3/31/01 15,000 $3.9625 9/13/95 2/2/03 15,000 $3.9625 2/28/97 2/2/03 7,500 $3.9625 9/13/95 3/31/03 7,500 $3.9625 2/28/97 3/31/03 7,500 $3.9625 9/13/95 3/31/04 7,500 $3.9625 2/28/97 3/31/04 40,000 $3.7500 4/1/97 3/31/05 40,000 $3.7500 2/28/97 3/31/05 ---------------- ----------------- 102,176 102,176 5 WAIVER LETTER Ms. Xxxxxxxxx X. Xxxxxx [Home Address] Dear Ms. Xxxxxx: In connection with your termination as an employee of Capitol Multimedia, Inc. (the "Company"), you and the Company have agreed to the terms and conditions as contained in the Severance Agreement (to which the form of this letter is an attachment) concerning your termination from employment as of February 28, 1997 (the "Termination Date"). In consideration of the Company's agreement to provide the benefits, payments, and other items described in the Severance Agreement, some of which are in addition to anything which you would otherwise be entitled to receive and the receipt and sufficiency of which is hereby acknowledged, you hereby release and forever discharge the Company, its officers, directors, agents, servants, and employees, their successors, assigns, and insurers, and their parents, subsidiaries and affiliates, and any and all other persons, firms organizations, and corporations from any and all damage, losses, causes of action, expenses, demands, liabilities, and claims on behalf of yourself, your heirs, executors, administrators, and assigns with respect to all matters relating to the...
Cathxxxxx X. Xxxxxx Xxxe 2
Cathxxxxx X. XxXxxxxxx --------------------------------------- Name: Cathxxxxx X. XxXxxxxxx --------------------------------------- Title: Asst. Secretary --------------------------------------- Date: April 30, 1999 --------------------------------------- EXHIBIT A [TEXT HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SEC.] Transition Agreement GTE Proprietary and Confidential 32 [EXHIBIT B] INTERCARRIER ROAMER SERVICE ADDENDUM This Addendum to the Intercarrier Roamer Service Agreement ("Roamer Agreement") between GTE Wireless Incorporated ("GTE") and __________________ ("Carrier") as managing agent for the entities set forth in Appendix I attached hereto and made a part hereof, is made and entered into effective as of _________, 1999. The provisions set forth in this Addendum are controlling and shall supersede any conflicting provisions in the Roamer Agreement as they may relate to the specific provision of Roamer Service to roamers using the HighwayMaster system ("HMS").
Cathxxxxx X. Xxxxx ---------------------------------- Name: Cathxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer
Cathxxxxx X. Xxxxx -------------------------------- Notary Public [NOTARY SEAL] CATHXXXXX X. XXXXX MY COMMISSION #CC 220714 EXPIRES: AUGUST 9, 1996 Bonded Thru Notary Public Underwriters My commission expires: -------------------------- CONSENT TO ASSIGNMENT This Consent to Assignment is made as of May 24, 1993. In consideration of and in reliance upon (i) the Guaranty by Guarantor, (ii) the continued liability of Assignor, (iii) Assignee's assumption of the obligations and liabilities of Tenant under the Lease and (iv) the continued liability of Kennxxx X. Xxxxx, Xx. xxx Craix X. Xxxxxx xx individual guarantors of the Lease, the Landlord does hereby consent to the above assignment from Assignor to Assignee. LANDLORD Lawsxx Xxxelopment, Inc. By: Lee X. Xxxxxx ---------------------------- an authorized signatory COMMONWEALTH OF VIRGINIA) ) to-wit: CITY OF ROANOKE ) The foregoing instrument was acknowledged before me this 25th day of May, 1993, by Lee X. Xxxxxx, Xxesident of Lawsxx Xxxelopment, Inc., a Virginia corporation, on behalf of the corporation. -------------------------------------- Notary Public My commission expires:
Cathxxxxx X. Xxxxx ------------------------------ Notary Public My commission expires: [SEAL] CATHXXXXX X. XXXXX My Commission #cc 220714 EXPIRES: August 9, 1996 --------------------------- Bonded Thru Notary Public Underwriters
Cathxxxxx X. Xxxxxx xxxll nave xxxl power to appoint, effective at the date of her death, the entire principal and any undistributed income of Trust A, or any portion thereof, to any person or persons or to any corporation or corporations, in such proportions or shares as she may designate, provided, however, that no such appointment shall be made to herself, her estate, her creditors or the creditors of her estate.
Cathxxxxx X. Xxxxxx xxx have appointed in exercise of the power given her under Section 5.3. Any part remaining unappointed shall be distributed as provided in Section 9.
