CLARIFICATION AGREEMENT
THIS AGREEMENT is made and effective between COLMENA CORP., a Delaware
corporation (Colmena"), and XXXXXXX X. XXXXXX, XX., an Ohio resident ("Xx.
Xxxxxx").
WHEREAS, Colmena and Xx. Xxxxxx entered into an employment agreement dated
June 1, 1998 (the "Employment Agreement"); and
WHEREAS, Paragraph 6.2 of the Employment Agreement provided severance pay
and the vesting of certain options as specified in that Paragraph only if Xx.
Xxxxxx was terminated by Colmena "other than for cause"; and
WHEREAS, said Paragraph 6.2 provided for no such severance pay and vesting
of options if Xx. Xxxxxx was terminated "for cause," or in the event of his
"voluntary resignation, death or disability"; and
WHEREAS, the parties wish to clarify that the above recitals set forth
their understanding of Paragraph 6.2 of the Employment Agreement; and
WHEREAS, Xx. Xxxxxx voluntarily resigned his employment for personal
reasons on May 4, 1999, effective immediately;
NOW, THEREFORE, in consideration of the premises contained herein, and for
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged by both parties, the parties, intending to be legally bound, hereby
agree as follows:
1. The foregoing recitals are true and correct and incorporated herein by
reference.
2. The parties' understanding of Paragraph 6.2 of the Employment
Agreement as set forth herein is deemed effective as of June 1, 1998,
the date of the Employment Agreement, of which the present agreement
is only a clarification.
3. Xx. Xxxxxx acknowledges and agrees that he was not entitled to
severance pay and the vesting of any options upon his resignation.
IN WITNESS WHEREOF, the parties hereby execute this Clarification
Agreement.
Colmena Corp. Xxxxxxx X. Xxxxxx, Xx.
By /s/ Xxxxxx X. Xxxxxxx /s/ Xxxxxxx X. Xxxxxx, Xx.
Xxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxx, Xx.
President
Dated: July 23, 2001 Dated: August 2, 2001
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