EXHIBIT 10.28
RETIREMENT AGREEMENT
This Retirement Agreement (the "Agreement") is dated March 21, 2002,
and effective on the date described in Section 12.3 (the "Effective Date"). This
Agreement is made as a mutually agreed compromise among the parties for the
complete and final settlement of all claims, differences, and alleged causes of
action existing between them as of the Effective Date of this Agreement.
PARTIES
The Parties to this Agreement are Texas Biotechnology Corporation (the
"Company") and Xxxxx X. XxXxxxxxxx ("Executive"). The Company and Executive are
referred to collectively as the "Parties."
PREAMBLE
WHEREAS, Executive was previously employed as the President and Chief
Executive Officer of the Company, pursuant to an Employment Agreement dated July
15, 1992, as amended (the "Employment Agreement");
WHEREAS, Executive and the Company also entered into a Termination
Agreement dated July 1, 1995 (the "Termination Agreement");
WHEREAS, Executive held certain other positions as an employee, officer
or director of certain subsidiaries and affiliates of the Company;
WHEREAS, Executive's last day of employment as President and Chief
Executive Officer of the Company pursuant to the Employment Agreement shall be
March 25, 2002 (the "Resignation Date");
WHEREAS, the Parties intend that this Agreement shall govern all issues
related to Executive's employment and separation from the Company;
WHEREAS, Executive has had at least 21 days to consider this Agreement;
WHEREAS, the Company has advised Executive in writing to consult with a
lawyer;
WHEREAS, Executive has had an opportunity to consult with independent
counsel with respect to the terms, meaning and effect of this Agreement;
WHEREAS, Executive understands that the Company regards the above
representations as material and that the Company is relying on these
representations in entering into this Agreement; and
WHEREAS, the Parties desire to settle and compromise any and all claims
or potential claims between them which arose on or before the Effective Date of
this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and obligations
contained in this Agreement and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Parties agree as
follows:
1. Definitions.
1.1 When used in this Agreement, "Company and/or its Affiliates" shall
mean and include Texas Biotechnology Corporation, a Delaware corporation, and
all of its predecessors, successors, parents, subsidiaries, divisions or other
affiliated companies, partners, partnerships, assigns, present and former
officers, directors, employees, shareholders, agents, employee benefit plans and
plan fiduciaries, whether in their individual or official capacities.
2. Resignation by Executive.
2.1 Effective on the Resignation Date, Executive hereby resigns all
positions he holds as an officer or director of the Company and/or its
Affiliates, and agrees to provide a letter of resignation to the Company in the
form attached as Exhibit 1; provided, that the Executive may remain as a
director of Structural Bioinformatics, Inc. and may retain all options and stock
in that entity held by him on the Resignation Date.
2.2 The Parties agree that the Company may publish the press release
attached as Exhibit 2 to this Agreement.
2.3 (a) In further consideration of the compensation to be paid by the
Company to the Executive under this Agreement, the Executive agrees to make
himself available to the Company during normal business hours for a period of up
to six weeks after the Resignation Date. The duration of this time period will
be at the discretion of the Chairman of the Board of Directors of the Company in
consultation with the new CEO, if any, and may include all, any portion or none
of the six weeks period after the Resignation Date (this time period, if any, as
determined by the Chairman of the Board is herein referred to as the "Transition
Period"). During the Transition Period, the Executive will reasonably assist and
cooperate with the Company's new CEO, if any, and its other officers and
employees at reasonable times, in order to provide for an orderly transition
between the Executive and the Company's new CEO. Such reasonable assistance and
cooperation may include, but not be limited to, providing information and
assistance regarding the Company's research and development programs, capital
and operating budgets, personnel matters, investor relations issues, financings
and investment banking relationships, collaborations and partnerships and
regulatory matters. The Executive will also, at the request of the CEO of the
Company, be involved at reasonable times in meetings with Company personnel or
third parties. Any expenses incurred by the Executive (if requested by the
Company) while providing the services during the Transition Period will be
reimbursed in accordance with the Company's standard policy.
(b) During the Transition Period, the Executive will have the
status of an employee. During the Severance Period, the Executive will also have
the status of an employee, and will be available to provide reasonable services
at reasonable times at the request of the Company consistent with the services
provided by the Executive during the Transition Period up to a maximum of 16
hours per month. After the Severance Period, the Executive will no longer be an
employee. Subject to the compliance by the Executive with his obligations in
Sections 2.3, and 3 of this Agreement, the Executive
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will be free to seek and
obtain other employment during the Transition Period and the Severance Period
and thereafter, and the Company shall continue to make the payments and provide
the benefits to Executive as set forth in this Agreement.
3. Termination of the Employment Agreement. The Parties agree that the
Employment Agreement is hereby terminated and of no further force and effect as
of the Resignation Date, except that the following paragraphs shall survive
termination, in accordance with their terms: 11, 12, 13 and 14; provided,
however, that paragraph 14 of the Employment Agreement shall terminate and be of
no further force and effect on the last day of the Severance Period. The Parties
further agree that the Termination Agreement is hereby terminated and of no
further force and effect as of the date of this Agreement. Executive's agreement
to terminate the Termination Agreement has been induced by, and is based on, the
representation of the Company to the Executive that the Company is not presently
aware of any fact or circumstance that could result in a change of control or
potential change of control of the Company within the meaning of the Termination
Agreement. This Agreement does not affect the Proprietary Information, Patent
and Copyright Agreement dated July 15, 1992 (the "Patent Agreement") and the
Agreement dated May 3, 1996 (the "Indemnification Agreement"), entered into by
the Executive and the Company, which the Parties acknowledge and agree will
remain in effect in accordance with their terms.
4. Severance Payments to Executive.
4.1 The Company agrees to continue to pay Executive his salary at a
monthly rate of $27,083.33 during the Transition Period, and during a period of
twelve (12) months following the Transition Period (the "Severance Period"), on
the dates and in the manner the Company presently pays its other employees.
4.2 During the Transition Period and the Severance Period, the Company
will provide, at no cost to the Executive, medical, dental and life insurance to
the Executive on the same terms as are in effect on the Resignation Date;
provided, however, that (a) the Company may provide this coverage by converting
existing policies or purchasing new policies (subject to the Executive
successfully completing any required examinations); (b) if the Company's dental
insurance plan does not provide coverage to the Executive, then the Company will
reimburse the Executive for all covered dental expenses, subject to the same
claims procedures, limits, contributions and deductibles as if Executive were
still covered under the Company's current dental insurance plan; and (c) with
respect to the Company's long term disability insurance plan, the Parties agree
that the Executive shall not be eligible for coverage after the Transition
Period, and the Company shall have no obligation to obtain or pay for any
conversion or continuation coverage thereafter.
4.3 During the Transition Period and the Severance Period, the
Executive shall continue to participate under the Company's 401(k) plan.
4.4 In further consideration of Executive's release, the Company agrees
to pay Executive an amount equal to $6250 per week of unused vacation time
accrued as of the Resignation Date in accordance with existing Company policy.
This payment will be made in a lump sum on the first payroll date following the
Effective Date. No additional vacation time will accrue during the Transition
Period and the Severance Period or thereafter.
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4.5 If Executive timely elects to continue his group medical insurance
coverage under COBRA, then Executive shall be responsible for all premiums to
maintain such coverage (to the extent such coverage is available) after the
Severance Period.
4.6 The Compensation Committee of the Board of Directors of the Company
(the "Compensation Committee") has determined that the Executive's bonus for
2001 under the Company's 2001 Incentive Plan for Senior Executives (the
"Incentive Plan") is $122,363. The bonus will be paid on or before the
Resignation Date one-half in cash ($61,181.79) and one-half in shares of fully
vested restricted stock (10,867 shares).
4.7 The Compensation Committee has also granted the Executive 62,500
stock options based on his performance of his individual goals in 2001. These
options have a three year term and will vest as to one-third of the shares on
each of the first, second and third anniversaries of the date of grant;
provided, that these options will not be subject to any other conditions
regarding their exercise (such as continued employment) and that the only
condition to exercise is the passage of the time periods set forth herein. Such
options will be exercisable for 90 days after the expiration date. The option
agreement regarding these options will be delivered to the Executive on or
before the Resignation Date.
5. Stock Options & Restricted Stock.
5.1 Executive and the Company agree that Executive holds certain
restricted stock and certain options to purchase the common stock of the
Company, as described on the attached Exhibit 3.
5.2 In further consideration of Executive's release, the Company agrees
that:
a. the options to acquire common stock of the Company held by the
Executive as set forth on Exhibit 3 (the "Options") shall continue to vest and
be exercisable (or will terminate) in accordance with their terms during the
Transition Period and the Severance Period;
b. On the last day of the Severance Period (the "Vesting Date"),
all outstanding Options that expire in 2006 or later will become fully vested
and will be exercisable until 24 months after the Vesting Date, and thereafter
will be exercisable for the remaining time period set forth in the stock option
plan under which they were issued (90 days after termination under the 1999
Plan, one month after termination under the 1995 Plan and three months after
termination under the 1992 Plan); provided, however, that all Options shall
become fully vested and immediately exercisable upon a "Change of Control" as
defined in the applicable stock option plan;
c. On the Vesting Date, all outstanding Options that expire in 2005
or earlier will terminate and thereafter will be exercisable for the remaining
time period set forth in the stock option plan under which they were issued (90
days after termination under the 1999 Plan, one month after termination under
the 1995 Plan and three months after termination under the 1992 Plan); and
d. On the Effective Date, all of the shares of restricted stock of
the Company held by the Executive as set forth on Exhibit 3 which are unvested
and subject to restrictions will be fully vested and all restrictions will be
removed as of the Effective Date.
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6. Tax Withholding.
6.1 All payments made or other consideration granted to Executive under
this Agreement may be reduced by the amount of taxes required to be withheld
under applicable federal, state, city, or other law, as determined in the
Company's reasonable discretion.
7. Release by Executive.
7.1 In consideration of the Company's payments and other concessions
described above, Executive releases, discharges and forever holds harmless the
Company and its Affiliates from any and all claims, known or unknown, arising on
or before the Effective Date of this Agreement, except as described in Section
7.5 below.
7.2 This release includes, but is not limited to, any claims arising
out of the Employment Agreement or the Termination Agreement (other than claims
based on the breach by the Company of its representations in Section 3 above
regarding the Termination Agreement); any claims for any wages, salary,
compensation, sick time, vacation time, paid leave or other remuneration of any
kind; any claim of discrimination and/or retaliation on the basis of race, sex,
religion, marital status, sexual preference, national origin, handicap or
disability, veteran status, or special disabled veteran status; any claim
arising under Title VII of the Civil Rights Act of 1964, the Civil Rights Act of
1991, the Age Discrimination in Employment Act of 1967, the Employee Retirement
Income Security Act of 1974, the Americans with Disabilities Act, the Family and
Medical Leave Act, the Fair Labor Standards Act of 1938, the Texas Commission on
Human Rights Act, Chapter 451 of the Texas Labor Code, or the Texas Payday Law,
as such statutes may be amended from time to time; any claim arising out of or
related to an express or implied employment contract; any other contract
affecting terms and conditions of employment, or a covenant of good faith and
fair dealing; and any personal gain with respect to any claim arising under the
qui tam provisions of any state or federal law.
7.3 Executive represents that he understands this release, understands
that rights and claims under the Age Discrimination in Employment Act of 1967,
as amended, are among the rights and claims against the Company he is releasing
and understands that he is not releasing any rights or claims arising after the
Effective Date.
7.4 Executive agrees that the consideration for his release is in
addition to anything of value to which he already is entitled from the Company
and/or its Affiliates.
7.5 Notwithstanding anything to the contrary herein, Executive is not
releasing any right related to (a) any vested benefit under any employee benefit
plan, as defined by the Employee Retirement Income Security Act of 1974, as
amended; (b) stock options or restricted stock described in this Agreement; (c)
any rights to COBRA continuation coverage; (d) any rights related to this
Agreement or the Indemnification Agreement; or (e) any amounts owing to
Executive by the Company for previously earned compensation or reimbursement for
expenses.
8. Release by Company.
8.1 In consideration of Executive's release, the Company releases,
discharges and forever holds harmless Executive from any and all claims, known
or unknown, arising on or before the Effective Date of this Agreement, except
that the Company is not releasing any rights related to this Agreement.
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9. Confidentiality.
9.1 Until the conclusion of the Severance Period, both Parties shall
keep strictly confidential all the terms and conditions, including amounts, in
the Agreement and shall not disclose them to any person other than legal and/or
financial advisors, government officials who seek such information in the course
of their official duties, individuals at the Company responsible for
implementing the Agreement, or Executive's spouse, unless compelled to do so by
law or regulation, or business necessity (including SEC or tax reporting
obligations). Nothing in this Section is intended to prevent Executive from
disclosing the fact that he was employed by the Company or from describing his
employment duties.
10. Litigation Support.
10.1 In the event and for so long as the Company is actively contesting
or defending against any action, suit, proceeding, hearing, investigation,
charge, complaint, claim, or demand brought against (a) the Company and/or its
Affiliates or (b) the Executive in his capacity of employee, director or officer
of the Company in connection with any fact, situation, circumstance, status,
condition, activity practice, plan, occurrence, event, incident, action, failure
to act, or transaction involving the Company, then Executive will reasonably
cooperate with the Company or its counsel in the contest or defense, and provide
such testimony and access to his books and records as shall be reasonably
necessary in connection with the contest or defense, all at the sole cost and
expense of the Company. The Executive further agrees to not provide assistance
of any kind, other than as required by law, to any party to assist in pursuing
any currently pending or threatened claim, litigation, arbitration, mediation,
administrative hearing or other legal proceedings against the Company.
10.2 The Company acknowledges and agrees that if Executive is
individually brought into any litigation in connection with the Company and/or
its Affiliates, then Executive shall be indemnified by the Company and/or its
Affiliates to the maximum extent that directors and officers of corporations are
permitted to be indemnified under Delaware law both for all costs of litigation,
as well as any judgments or settlement amounts paid.
11. Return of Company Materials.
11.1 Executive agrees to deliver promptly to the Company all originals
and copies of materials in the Executive's possession, custody, or control
containing confidential information of the Company.
12. Acceptance, Revocation and Effective Date.
12.1 The Company advises Executive to consult with an attorney prior to
executing this Agreement, and Executive acknowledges being given that advice.
12.2 Executive, at his sole discretion, may revoke this Agreement on or
before the expiration of seven calendar days after signing it (the "Revocation
Period"). Revocation shall be in writing and effective upon dispatch to the
following:
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Texas Biotechnology Corporation
Attn: Xxxxxxx X. Xxxxxxx
0000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
with a copy to:
Xxxxxx & Xxxxxx, L.L.P.
Attn: Xxxxxx X. Xxxxx
000 Xxxxxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
If Executive timely elects to revoke the Agreement, all of the provisions of
this Agreement shall be void and unenforceable.
12.3 This Agreement shall become effective and enforceable immediately
upon expiration of the Revocation Period (the "Effective Date").
13. Dispute Resolution.
13.1 Any dispute arising out of or relating to this Agreement, or any
breach thereof, shall be resolved by binding arbitration in Houston, Texas, in
accordance with the Employment Arbitration Rules of the American Arbitration
Association then in effect, as amended by this Agreement, and judgment on the
award rendered by the arbitrator may be entered in any court of competent
jurisdiction. The parties agree that the arbitrator shall have no power or
authority to make awards or issue orders of any kind except as expressly
permitted by this Agreement. The arbitrator's decision shall follow the plain
meaning of the relevant documents, apply Texas law, and shall be final and
binding. The location of such arbitration in Houston, Texas, shall be selected
by the Company in its sole and absolute discretion. All costs and expenses,
including attorneys' fees, relating to the resolution of any such dispute shall
be borne by the party incurring such costs and expenses.
13.2 Notwithstanding the preceding paragraph, the Parties acknowledge
that either of them may seek emergency or temporary injunctive relief, but
absolutely no other relief, in any court of competent jurisdiction. All other
disputes, claims and remedies shall be settled by arbitration in accordance with
Section 13.1.
14. No Defamatory Statements. Executive and the Company agree that
neither will make statements about the other at any time that are slanderous,
libelous or defamatory.
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15. Miscellaneous.
15.1 The Parties acknowledge that this Agreement is the result of a
compromise and shall never be construed as, or said by either of them to be, an
admission by the other of any liability, wrongdoing, or responsibility. The
Parties expressly disclaim any such liability, wrongdoing, fault, or
responsibility.
15.2 This Agreement, the surviving paragraphs of the Employment
Agreement, the Patent Agreement, the Indemnification Agreement and agreements
and documents related to stock options, restricted stock and other benefit plans
constitute the entire agreement between the Parties. This Agreement may be
executed in identical counterparts, each of which shall constitute an original
and all of which shall constitute one and the same agreement.
15.3 The Parties warrant that no representations have been made other
than those contained in the written provisions of this Agreement, and that they
do not rely on any representations not stated in this Agreement.
15.4 The Parties further warrant that they or their undersigned
representatives are legally competent and fully authorized to execute and
deliver this Agreement.
15.5 The Parties confirm they have had the opportunity to have this
Agreement explained to them by attorneys of their choice, and that they execute
this Agreement freely, knowingly and voluntarily. The Company is relying on its
own judgment and on the advice of its attorneys and not upon any recommendation
of Executive or his agents, attorneys or other representatives. Likewise,
Executive is relying on his own judgment and on the advice of his attorneys, and
not upon any recommendation of the Company or its directors, officers,
employees, agents, attorneys or other representatives. By voluntarily executing
this Agreement, both Parties confirm their competence to understand and do
hereby accept the terms of this Agreement as resolving fully all differences,
disputes and claims that may exist within the scope of this Agreement.
15.6 Executive represents that he has not filed or authorized the
filing of any complaints, charges or lawsuits against the Company and/or its
Affiliates with any federal, state or local court, governmental agency, or
administrative agency, and that if, unbeknownst to Executive, any such complaint
has been filed on his behalf, he will use his best efforts to cause it to
immediately be withdrawn and dismissed with prejudice.
15.7 The Company represents that it has not filed or authorized the
filing of any complaints, charges or lawsuits against Executive with any
federal, state or local court, governmental agency, or administrative agency,
and that if, unbeknownst to the Company, any such complaint has been filed on
its behalf, it will use his best efforts to cause it to immediately be withdrawn
and dismissed with prejudice.
15.8 This Agreement may not be modified or amended except by a writing
signed by all Parties. No waiver of this Agreement or of any of the promises,
obligations, terms, or conditions contained in it shall be valid unless it is in
writing signed by the Party against whom the waiver is to be enforced.
15.9 If any part or any provision of this Agreement shall be finally
determined to be invalid or unenforceable under applicable law by a court of
competent jurisdiction, that part shall be ineffective to the extent of such
invalidity or unenforceability only, without in any way affecting the remaining
parts of said provision or the remaining provisions of the Agreement.
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15.10 The Parties have cooperated in the preparation of this Agreement.
Hence, the Agreement shall not be interpreted or construed against or in favor
of any Party by virtue of the identity, interest, or affiliation of its
preparer.
15.11 This Agreement is made and shall be enforced pursuant to the laws
of the State of Texas, without regard to its law governing conflicts of law. All
performance required by the terms of this Agreement shall take place in Xxxxxx
County, Texas.
[SIGNATURE PAGE FOLLOWS]
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Xxxxx X. XxXxxxxxxx ("Executive") TEXAS BIOTECHNOLOGY
CORPORATION ("Company")
By: /s/ XXXX X. XXXXXXXXX
---------------------------------
Printed Name: Xxxx X. Xxxxxxxxx
-----------------------
Title: Chairman of the Board
------------------------------
Date: March 21, 2002
-------------------------------
Date: /s/ XXXXX X. XxXXXXXXXX
--------------------------
THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION.
EXHIBIT 1: RESIGNATION LETTER
March 21, 2002
Texas Biotechnology Corporation
Attn: Chairman of the Board
0000 Xxxxxx, Xxxxx 0000
Xxxxxxx, Xxxxx 00000
Ladies and Gentlemen:
Please accept this letter as my resignation from all positions as
an officer and director of Texas Biotechnology Corporation, and all its
subsidiaries (including without limitation, Revotar Biopharmaceuticals AG,
Immunopharmaceutics, Inc., ICOS - Texas Biotechnology, L.P., and TBC - ET, Inc.
but excluding Structural Bioinformatics, Inc.), effective March 25, 2002.
Sincerely,
/s/ XXXXX X. XxXXXXXXXX
Xxxxx X. XxXxxxxxxx
EXHIBIT 2: AGREED PRESS RELEASE
Contact: Xxxxxx X. Xxxxxx, Vice President, Corporate Communications
Texas Biotechnology
(000) 000-0000
TEXAS BIOTECHNOLOGY CORPORATION NAMES XXXXX X. GIVEN, M.D.,
PRESIDENT AND CEO; REPLACES RETIRING XXXXX X. XXXXXXXXXX
HOUSTON, TEXAS: MARCH 21, 2002 TEXAS BIOTECHNOLOGY CORPORATION (NASDAQ: TXBI)
announced today the election of Xxxxx X. Given, M. D., as President, Chief
Executive Officer and a member of the Board of Directors effective March 25,
2002. Dr. Given joins Texas Biotechnology from Xxxxxxx & Xxxxxxx where he was
President, International of Ortho-Clinical Diagnostics. Recent positions at J&J
included Group V.P. and Head, Worldwide Clinical and Regulatory Affairs at
Biosense Xxxxxxx and Group V.P. and Head U.S. Marketing, Sales and R&D at
Xxxxxxx Pharmaceutica. Dr. Given joined J&J in 1993. Previously he had been with
Sandoz Pharma, LTD and Schering-Plough Corporation. Dr. Given is an honors
graduate of the University of Chicago Pritzker School of Medicine, and was a
Clinical Fellow at the Harvard Medical School.
Xxxx X. Xxxxxxxxx, Chairman of the Board said, "We are very fortunate to have
attracted a person of Bruce's extensive experience in Marketing, Sales, R&D and
Clinical Development. We are confident Texas Biotechnology and its shareholders
will benefit from his strong leadership." Dr. Given commented that he "was
delighted to join the talented team at TBC and is looking forward to the
opportunity to help build an increasingly successful business leading to
enhanced shareholder value."
At the same time, Texas Biotechnology announced that Xxxxx X. XxXxxxxxxx will
retire. Xx. XxXxxxxxxx has served as President, CEO and a director since joining
the company in 1992. Xx. XxXxxxxxxx stated, "It has been a gratifying experience
to participate with a group of dedicated people in developing a very fine
company." Xx. Xxxxxxxxx said, "We very much appreciate David's contribution to
the growth of the Company from an embryonic R&D company to its current level of
development. We wish him well in his retirement."
Texas Biotechnology, a biopharmaceutical company focused on the discovery,
development and commercialization of novel drugs, is recognized for its
expertise in small molecule drug development and vascular biology. Argatroban,
its first FDA-approved product, is being marketed by GlaxoSmithKline for
heparin-induced thrombocytopenia. Additional studies are seeking to broaden this
initial indication for Argatroban in ischemic stroke, angioplasty and
hemodialysis. Texas Biotechnology has several other products in clinical
development for pulmonary arterial hypertension, essential hypertension,
congestive heart failure and asthma. To learn more about Texas Biotechnology
please go to our website xxx.xxx.xxx.
This press release contains "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These forward-looking statements
are subject to certain risks, trends and uncertainties that could cause actual
results to differ materially from those projected. Among those risks, trends and
uncertainties are timing and cost of our clinical trials, attainment of research
and clinical goals and milestones of product candidates, attainment of required
governmental approval, sales levels of our products and availability of
financing and revenues sufficient to fund development of product candidates and
operations. In particular, careful consideration should be given to cautionary
statements made in the various reports Texas Biotechnology has filed with the
Securities and Exchange Commission. The Company undertakes no duty to update or
revise these forward-looking statements.
EXHIBIT 3: SCHEDULE OF OPTIONS AND RESTRICTED STOCK
XXXXX X. XXXXXXXXXX
STOCK OPTIONS OUTSTANDING & RESTRICTED STOCK
AS OF MARCH 8, 2002
STOCK OPTIONS
Options Vested
At
Option Option Grant Extension Expiration Exercise --------------------------------------------------
Number Plan Date Date Date Outstanding Price 3/8/2002 3/13/2002 9/8/2002 3/6/2003 3/13/2003
------ ------ ----- --------- ---------- ----------- -------- -------- --------- -------- -------- ---------
235 1995 4/5/1995 4/5/2005 62,500 1.3100 62,500
325 1995 3/5/1996 3/5/2006 75,000 4.3750 75,000
413 1995 3/4/1997 3/4/2007 17,021 5.8750 17,021
414 1995 3/4/1997 3/4/2007 102,979 5.8750 102,979
E00013 1992 6/30/1992 1/3/1997 7/16/2002 142,858 3.5000 142,858
E00069 1992 1/1/1994 5/30/1997 1/1/2004 65,000 5.3000 65,000
E00070 1992 3/15/1994 5/30/1997 3/15/2004 11,361 5.3600 11,361
E00071 1992 7/26/1993 5/30/1997 7/26/2003 42,858 3.5000 42,858
466 1995 3/3/1998 3/3/2008 123,125 7.1875 123,125
559 1992 3/2/1999 3/2/2009 7,083 4.1875 7,083
627 1992 3/2/1999 3/2/2009 14,167 4.1875 14,167
648 1999 3/6/2000 3/6/2010 8,463 20.1250 3,495 4,968
A00648 1999 3/6/2000 3/6/2010 14,037 20.1250 11,505 2,532
823 1995 9/8/2000 9/8/2010 34,323 16.9375 11,441 11,441
833 1995 3/13/2001 3/13/2111 45,000 5.5100 15,000 15,000
834 1999 3/13/2001 3/13/2111 18,148 5.5100
835 1999 3/13/2001 3/13/2011 52,477 5.5100 23,542 23,542
836 1999 3/13/2001 3/13/2011 100,000 5.5100 33,334 33,333
------- ------- ------ ------ ----- ------
936,400 690,393 71,876 11,441 7,500 71,875
======= ======= ====== ====== ===== ======
Options Vested
At
Option -------------------
Number 9/8/2003 3/13/2004
------ -------- ---------
235
325
413
414
E00013
E00069
E00070
E00071
466
559
627
648
A00648
823 11,441
833 15,000
834 18,148
835 5,393
836 33,333
------ ------
11,441 71,874
====== ======
RESTRICTED STOCK
Stock Vested on Dates Shown
Option Grant Shares ---------------------------------
Plan Date Outstanding 3/8/2002 1/26/2003 1/26/2004
------ ----- ----------- -------- --------- ---------
1999 1/26/2001 Granted for year 2000 4,837 4,837
1999 1/26/2001 Granted for year 2000 4,837 4,837
1999 1/26/2001 Granted for year 2000 4,838 4,838
------ ----- ----- -----
14,512 4,837 4,837 4,838
====== ===== ===== =====