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EXHIBIT 10.6(B)
DESCRIPTION OF SEPARATION AGREEMENT AND MUTUAL RELEASE WITH XXXXXX X. XXXXXX
In connection with the resignation of Xxxxxx X. Xxxxxx as Chairman of
the Board on March 4, 1999 and as Chief Executive Officer and President of the
Company on March 8, 1999, the Company entered into a Separation Agreement and
Mutual Release with Xx. Xxxxxx as of March 8, 1999. The principal terms of the
agreement, are as follows:
- In consideration of the termination of Xx. Xxxxxx'x employment
agreement and releases by Xx. Xxxxxx, the Company
- paid Xx. Xxxxxx $312,500 as severance and agreed to continue
certain medical insurance benefits for Xx. Xxxxxx and his
family;
- accelerated the vesting in full of options to purchase 103,800
shares of Common Stock at a price of $17.00 per share, which
were originally scheduled to vest one-third on each of
September 23, 1998, 1999, and 2000;
- conveyed incidental items of personal office equipment to Xx.
Xxxxxx, and permitted Xx. Xxxxxx to use the Company's office
space in Chevy Chase, Maryland for a period of time; and
- provided Xx. Xxxxxx piggyback registration rights.
- The provisions of Xx. Xxxxxx'x employment agreement relating to
non-recruitment, non-solicitation, and non-competition by him remain in
effect, as did the provisions relating to indemnification of Xx. Xxxxxx
by the Company.
- Xx. Xxxxxx and the Company released each other from claims that he or
it might have had against the other, including as a result of his
employment by the Company.
