March 1, 2001
Xxxx Xxxxxxxxxx, M.D.
PRWW, Ltd.
00 X. 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Dear Xxxx:
This will confirm that you and PRWW, Ltd. (together with its
affiliates, "PRWW") have agreed as follows:
1. By mutual agreement, both the Management Employment Agreement
between you and PRWW date September 7, 1999 (the "Employment Agreement") and
your employment with PRWW have terminated effective March 1, 2001, without
liability to any party.
2. From and after March 1, 2001 you will not be eligible to participate
in any PRWW employee benefit or compensation plan or arrangement. You further
confirm that, as of March 1, 2001, no sums or obligations are owed to you by
PRWW (including without limitation severance), except for (a) salary accrued
through February 28, 2001, (b) expenses incurred through February 28, 2001 which
in accordance with PRWW's standard policies are subject to reimbursement and (c)
the obligations of PRWW under the consulting agreement between your professional
corporation and PRWW.
3. This will further confirm that, since you are continuing as a member
and Chairman of the Board of Directors, your outstanding stock options will not
terminate solely due to the fact that you are no longer an employee of PRWW, but
instead will continue indefinitely until the earlier of the stated termination
date of the option or three months following the date that you cease to be a
member of the Board of Directors.
Please confirm your agreement with the foregoing by countersigning this
letter below.
Very truly yours,
PRWW, Ltd.
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
Senior Vice President
The foregoing is accepted and agreed to:
/s/ Xxxx Xxxxxxxxxx
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Xxxx Xxxxxxxxxx, M.D.
