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EXHIBIT 10.6(B)
DESCRIPTION OF SEPARATION AGREEMENT AND MUTUAL RELEASE WITH ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
In connection with the resignation of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 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 ▇▇. ▇▇▇▇▇▇ as of March 8, 1999. The principal terms of the
agreement, are as follows:
- In consideration of the termination of ▇▇. ▇▇▇▇▇▇'▇ employment
agreement and releases by ▇▇. ▇▇▇▇▇▇, the Company
- paid ▇▇. ▇▇▇▇▇▇ $312,500 as severance and agreed to continue
certain medical insurance benefits for ▇▇. ▇▇▇▇▇▇ 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 ▇▇.
▇▇▇▇▇▇, and permitted ▇▇. ▇▇▇▇▇▇ to use the Company's office
space in Chevy Chase, Maryland for a period of time; and
- provided ▇▇. ▇▇▇▇▇▇ piggyback registration rights.
- The provisions of ▇▇. ▇▇▇▇▇▇'▇ employment agreement relating to
non-recruitment, non-solicitation, and non-competition by him remain in
effect, as did the provisions relating to indemnification of ▇▇. ▇▇▇▇▇▇
by the Company.
- ▇▇. ▇▇▇▇▇▇ 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.