March 4, 2008 Donna P. Alderman, Pound Ridge NY 10576 Re: Separation Agreement Dear Donna:
Exhibit
10.1
March
4,
2008
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Dear
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This
letter sets forth the substance of the separation agreement (the “Agreement”)
which ICO Global Communications (Holdings) Limited (together with its
affiliates, the “Company”) is offering to you to aid in your employment
transition.
1. Separation.
Your
last day of work with the Company and your employment termination date will
be
March 31, 2008 (the “Separation Date”).
2. Accrued
Salary and Vacation.
On the
next regular payroll date for the period preceding the Separation Date, the
Company will pay you all accrued salary and all accrued and unused vacation
earned through the Separation Date, subject to standard payroll deductions
and
withholdings. You will receive these payments regardless of whether or not
you
sign this Agreement.
3. Consulting
Agreement. If
you
execute this Agreement and do not revoke it, and execute the Consulting
Agreement attached hereto as Exhibit A (“Consulting Agreement”), then following
the “Effective Date” (as defined below) the Company will cause ICO Satellite
Services G.P. to execute the Consulting Agreement pursuant to which you will
be
eligible to provide consulting services to ICO Satellite Services G.P. following
the Separation Date. The consulting relationship will be in
lieu
of
any
severance payment you would otherwise be entitled to under your Letter Agreement
dated April 19, 2006, which is hereby terminated in all
respects.
4. Benefit
Plans.
If you
are currently participating in the Company’s group health insurance plans, to
the extent provided by the federal COBRA law or, if applicable, state insurance
laws, and by the Company’s current group health insurance policies, you will be
eligible to continue your group health insurance benefits at your own expense.
Later, you may be able to convert to an individual policy through the provider
of the Company’s health insurance, if you wish. The Company contribution to your
401(k) Plan and any contributions by you will end with your paycheck for the
February pay period. You will receive information by mail concerning 401(k)
plan
rollover procedures. All participation to any other Company plans will also
cease as of the Separation Date.
5. Stock
Options.
Vesting
of awards granted to you under the Company’s stock
plan for your service as an employee (“Awards”) will cease as of the Separation
Date, unless you and the Company execute the Consulting Agreement, in which
case
vesting of the Awards shall continue pursuant to the terms of the Consulting
Agreement. Your option for 150,000 shares granted on November 14, 2005 for
your
service as a Director shall continue pursuant to its terms for so long as you
remain a Director of the Company.
6. Other
Compensation or Benefits.
You
acknowledge that, except as expressly provided in this Agreement, you will
not
receive any additional compensation, severance or benefits after the Separation
Date, except for that provided under the Consulting Agreement.
7. Expense
Reimbursements.
You
agree that, within fifteen (15) days of the Separation Date, you will submit
your final documented expense reimbursement statement reflecting all business
expenses you incurred through the Separation Date, if any, for which you seek
reimbursement. The Company will reimburse you for reasonable business expenses
pursuant to its regular business practice.
8. Return
of Company Property.
Unless
you and the Company execute the Consulting Agreement, you agree to return to
the
Company by the Separation Date all Company documents (and all copies thereof)
and other Company property that you have had in your possession at any time,
including, but not limited to, Company files, notes, drawings, records, business
plans and forecasts, financial information, specifications, computer-recorded
information, tangible property (including, but not limited to, computers),
credit cards, entry cards, identification badges and keys; and, any materials
of
any kind that contain or embody any proprietary or confidential information
of
the Company (and all reproductions thereof).
9. Proprietary
Information and Post-Termination Obligations.
Both
during and after your employment you acknowledge your continuing obligations
under your ICO Employee Intellectual Property Agreement not to use or disclose
any confidential or proprietary information of the Company and to refrain from
certain solicitation and competitive activities.
10. Nondisparagement.
You
agree
not to disparage the Company, and the Company’s attorneys, directors, managers,
partners, employees, agents and affiliates, in any manner likely to be harmful
to them or their business, business reputation or personal reputation; provided
that you may respond accurately and fully to any question, inquiry or request
for information when required by legal process.
11. Release.
In
exchange for the Company’s agreement to enter into the Consulting Agreement, to
which you would not otherwise be entitled, and except as otherwise set forth
in
this Agreement, you hereby generally and completely release, acquit and forever
discharge the Company, its parents and subsidiaries, and its and their officers,
directors, managers, partners, agents, servants, employees, attorneys,
shareholders, successors, assigns and affiliates, of and from any and all
claims, liabilities, demands, causes of action, costs, expenses, attorneys
fees,
damages, indemnities and obligations of every kind and nature, in law, equity,
or otherwise, both known and unknown, suspected and unsuspected, disclosed
and
undisclosed, arising out of or in any way related to agreements, events, acts
or
conduct at any time prior to and including the execution date of this Agreement,
including but not limited to: all such claims and demands directly or indirectly
arising out of or in any way connected with your employment with the Company
or
the termination of that employment, including but not limited to any claims
relating to severance or any other benefit provided under the employment letter
between you and the Company dated April 19, 2006; claims or demands related
to
salary, bonuses, commissions, stock, stock options, or any other ownership
interests in the Company, vacation pay, fringe benefits, expense reimbursements,
severance pay, or any other form of compensation; claims pursuant to any
federal, state or local law, statute, or cause of action; tort law; or contract
law. The claims and causes of action you are releasing and waiving in this
Agreement include, but are not limited to, any and all claims and causes of
action that the Company, its parents and subsidiaries, and its and their
respective officers, directors, agents, servants, employees, attorneys,
shareholders, successors, assigns or affiliates:
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has
violated its personnel policies, handbooks, contracts of employment,
or
covenants of good faith and fair dealing; has discriminated against
you on
the basis of age, race, color, sex (including sexual harassment),
national
origin, ancestry, disability, religion, sexual orientation, marital
status, parental status, source of income, entitlement to benefits,
any
union activities or other protected category in violation of any
local,
state or federal law, constitution, ordinance, or regulation, including
but not limited to: the Age Discrimination in Employment Act, as
amended
(the “ADEA”); Title VII of the Civil Rights Act of 1964, as amended; 42
U.S.C. § 1981, as amended; the Equal Pay Act; the Americans With
Disabilities Act; the Family and Medical Leave Act; the Virginia
Human
Rights Act; the Virginians with Disabilities Act; the New York State
Human
Rights Law; and the New York City Human Rights
Law.
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the
Employee Retirement Income Security Act; Section 510; and the National
Labor Relations Act;
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has
violated any statute, public policy or common law (including but
not
limited to claims for retaliatory discharge; negligent hiring, retention
or supervision; defamation; intentional or negligent infliction of
emotional distress and/or mental anguish; intentional interference
with
contract; negligence; detrimental reliance; loss of consortium to
you or
any member of your family and/or promissory
estoppel).
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Notwithstanding
the foregoing, you are not releasing any right of indemnification you may have
for any liabilities arising from your actions within the course and scope of
your employment with the Company or within the course and scope of your role
as
a member of the Board of Directors and/or officer of the Company. Also
excluded from this Agreement are any claims which cannot be waived by law.
You
are waiving, however, your right to any monetary recovery should any
governmental agency or entity, such as the EEOC or the DOL, pursue any claims
on
your behalf. You acknowledge that you are knowingly and voluntarily waiving
and
releasing any rights you may have under the ADEA, as amended.
You
also
acknowledge that (i) the consideration given to you in exchange for the waiver
and release in this Agreement is in addition to anything of value to which
you
were already entitled, and (ii) that you have been paid for all time worked,
have received all the leave, leaves of absence and leave benefits and
protections for which you are eligible, and have not suffered any on-the-job
injury for which you have not already filed a claim. You further acknowledge
that you have been advised by this writing that: (a) your waiver and release
do
not apply to any rights or claims that may arise after the execution date of
this Agreement; (b) you have been advised hereby that you have the right to
consult with an attorney prior to executing this Agreement; (c) you have
twenty-one (21) days to consider this Agreement (although you may choose to
voluntarily execute this Agreement earlier and if you do you will sign the
Consideration Period waiver attached as Exhibit B); (d) you have seven (7)
days
following your execution of this Agreement to revoke the Agreement; and (e)
this
Agreement shall not be effective until the date upon which the revocation period
has expired unexercised (the “Effective Date”), which shall be the eighth day
after this Agreement is executed by you.
12. No
Admission. This
Agreement does not constitute an admission by the Company of any wrongful action
or violation of any federal, state, or local statute, or common law rights,
including those relating to the provisions of any law or statute concerning
employment actions, or of any other possible or claimed violation of law or
rights.
13. Breach.
You
agree that upon any material breach of this Agreement you will forfeit all
amounts paid or owing to you under this Agreement. Further, you acknowledge
that
it may be impossible to assess the damages caused by your violation of the
terms
of paragraphs 8, 9, 10, and 14 of this Agreement and further agree that any
threatened or actual violation or breach of those paragraphs of this Agreement
will constitute immediate and irreparable injury to the Company. You therefore
agree that any such breach of this Agreement is a material breach of this
Agreement, and, in addition to any and all other damages and remedies available
to the Company upon your breach of this Agreement, the Company shall be entitled
to an injunction to prevent you from violating or breaching this Agreement.
You
agree that if the Company is successful in whole or part in any legal or
equitable action against you under this Agreement, you agree to pay all of
the
costs, including reasonable attorney’s fees, incurred by the Company in
enforcing the terms of this Agreement.
14. Arbitration.
Any
dispute arising under or related to this Agreement shall be resolved by binding
arbitration under the Commercial Arbitration Rules and administration of the
American Arbitration Association (“AAA”) before one (1) arbitrator jointly
selected by the parties or, if the parties are unable to agree, appointed under
the AAA rules. Such arbitration shall take place in Washington, DC or Reston,
VA, unless otherwise agreed in writing. The arbitration award shall be final
and
binding upon the parties and judgment may be entered upon the application of
either party by the court having the jurisdiction. Each party shall bear the
cost of preparing and presenting its case, and the cost of the arbitration
(including fees and expenses of the arbitrators) shall be shared equally by
the
parties unless the award otherwise provides.
15. Miscellaneous.
This
Agreement constitutes the complete, final and exclusive embodiment of the entire
agreement between you and the Company with regard to this subject matter. It
is
entered into without reliance on any promise or representation, written or
oral,
other than those expressly contained herein, and it supersedes any other such
promises, warranties or representations. This Agreement may not be modified
or
amended except in a writing signed by both you and a duly authorized officer
of
the Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit
of
both you and the Company, their heirs, successors and assigns. If any provision
of this Agreement is determined to be invalid or unenforceable, in whole or
in
part, this determination will not affect any other provision of this Agreement
and the provision in question will be modified by the court so as to be rendered
enforceable. This Agreement will be deemed to have been entered into and will
be
construed and enforced in accordance with the laws of the State of New York
as
applied to contracts made and to be performed entirely within New York, without
regard to choice of law principles.
If
this
Agreement is acceptable to you, please sign below and return the original to
me.
I
wish
you good luck in your future endeavors.
Sincerely,
ICO
GLOBAL COMMUNICATIONS (HOLDINGS) LIMITED
By:/s/
J.
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J.
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Chief
Executive Officer
AGREED
TO
AND ACCEPTED:
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EXHIBIT
A TO SEPARATION AGREEMENT
CONSULTING
AGREEMENT
This
Agreement is made and entered into effective as of April 1, 2008 (“Effective
Date”), by and between ICO Satellite Services G.P., of ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇ (together with its affiliates, “ICO”)
and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ("Consultant").
In
consideration of the mutual covenants set forth below, the parties hereby agree
as follows:
1.
Engagement
of Services and Statement of Work
Pursuant
to the provisions of this Agreement, Consultant is hereby retained by ICO to
perform services for ICO. Consultant shall provide the services set forth in
▇▇▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ of Work and Procedures (“Statement of Work”), and others
services reasonably requested by ICO’s Chief Executive Officer (“CEO”)
(“Services”). A Statement of Work can only be amended in a writing signed by the
parties. Consultant shall follow the procedures in the Statement of Work in
performing all Services. Consultant shall not perform any services other than
Services and shall communicate with third parties only as reasonably necessary
to perform the Services.
2.
Contact
and Key Personnel
Consultant’s
contact person at ICO shall be ICO’s CEO. Consultant may not retain third
parties to carry out any of its obligations hereunder unless Consultant obtains
ICO’s prior written consent, which shall be determined in ICO’s sole
discretion.
3.
Compensation
In
consideration for Consultant’s performance of the Services, ICO agrees to
compensate Consultant as follows:
(a)
ICO
shall pay Consultant $45,953 per month Consultant agrees that she will work
on
ICO matters largely on a full-time basis. Travel time, as requested and/or
approved in advance by ICO, shall be included in such time.
(b)
Consultant shall continue to vest in her stock options and restricted stock
(“Awards”) pursuant to the terms of those Awards as long as she remains a
service provider under this Agreement (except for the option for 150,000 shares
granted on November 14, 2005 for Consultant’s service as a Director, which grant
shall continue pursuant to its terms for so long as Consultant remains a
Director of the Company).
(c)
In
completing the consulting services, Consultant agrees to provide her own
equipment, tools and other materials at her own expense; however, ICO shall
reimburse Consultant for reasonable telecommunications and travel expenses
incurred by the Consultant in the course of performing services under this
Agreement; provided, however, that ICO shall not be obligated hereunder unless
(i) ICO has agreed in advance to reimburse such costs and, (ii) Consultant
provides ICO with appropriate receipts or other relevant documentation for
all
such costs as part of any submission for reimbursement in accordance with ICO’s
standard policies.
4.
Billing
and Payments
Consultant
will submit invoices by e-mail to ICO monthly for the Services for the previous
month. Payment for the Services is due and payable within fifteen (15) days
of
ICO’s receipt of an invoice. Payment will be by check drawn against a US bank
account. Late payments beyond this fifteen (15) day period will be subject
to a
monthly finance charge of 1% of the amount outstanding.
5.
Independent
Contractor
(a)
Consultant acknowledges and agrees that she is an independent contractor and
that neither she nor any of her employees or sub-contractors (if any) is
entitled to participate in any of ICO's benefit plans, including, without
limitation: vacation, disability, life insurance, attendance bonuses,
pre-retirement leave, pension and annuity, 401(k), and accidental death and
dismemberment, health or related benefits.
(b)
Consultant represents that: (i) to the extent necessary for Consultant to
perform under this Agreement, she is and will continue to be for the term of
this Agreement in compliance with all applicable federal, state, and local
laws,
ordinances, and regulations; (ii) she can enter into this Agreement without
violating any contractual, professional, or other legal obligations she may
have; (iii) ICO shall not be liable for the payment of any salaries, income
tax
withholding, social security tax withholding, workers’ compensation insurance or
disability insurance premiums, benefits, or other appearances of direct
employment for Consultant; and (iv) Consultant is solely responsible for, and
will timely file all tax returns and payments required to be filed with, or
made
to, any federal, state or local tax authority with respect to the performance
of
services and receipt of fees under this Agreement.
(c)
Consultant agrees and warrants, as an independent contractor, to perform the
Services with all reasonable skill, care and diligence on a best efforts basis
in a timely manner, provided that such “best efforts” shall not require
performance to a commercially unreasonable standard.
(d)
Consultant is not authorized to represent that she is an agent, employee, or
legal representative of ICO. Consultant is not authorized to make any
representation, contract, or commitment on behalf of ICO or incur any
liabilities or obligations of any kind in the name of or on behalf of ICO.
6.
Confidentiality
Consultant
shall keep ICO’s information confidential according to the terms of the ICO
Intellectual Property Agreement between the parties dated April 19, 2006.
7.
No
Conflict of Interest or Improper Use of Materials
(a)
Consultant represents and warrants that she will not use in the performance
of
the Services any materials, documents or information for which Consultant owes
a
continued duty of confidentiality.
(b)
During the term of this Agreement (but in any event through 12/31/08), unless
written permission is given by ICO, Consultant will not accept work, enter
into
a contract, or provide services to any third party that provides products or
services which compete with the products or services provided by ICO nor may
Consultant enter into any agreement or perform any services which would conflict
or interfere with the services provided pursuant to or the obligations under
this Agreement. Consultant represents and warrants that she is not working
with
any client on any activities or interests that conflict or may conflict with
the
interests of ICO. If approached by a potential client, Consultant shall disclose
this information to ICO and agrees to seek ICO’s specific written agreement to
Consultant’s representation of such third party. ICO may withhold such agreement
at its sole discretion.
8.
Term
and Termination
(a)
Unless previously terminated as set forth below, this Agreement shall terminate
on December 31, 2008. The obligations and liabilities of ICO and Consultant
may
be terminated as follows: (i) Either party may terminate this Agreement in
the
event of a material breach by the other party if such breach continues uncured
for a period of thirty (30) days after written notice of such breach; and (b)
Consultant may terminate this Agreement upon thirty (30) days written notice
to
the other part. Upon any such termination, the parties shall remain subject
to
Sections 3(a) and (b) hereof through the date such termination becomes
effective, and in addition, ICO shall remain obligated to reimburse Consultant
for expenses incurred pursuant to Section 3(c) through the date of termination,
and shall promptly reimburse Consultant upon being invoiced.
(b)
Upon
any termination or expiration of this Agreement, Consultant (i) shall
immediately discontinue all use of ICO’s confidential information delivered
under this Agreement; (ii) shall delete any such ICO confidential information
from Consultant’s computer storage or any other media, including, but not
limited to, online and off-line libraries; and (iii) shall return to ICO or,
at
ICO’s option, destroy, all copies of such confidential information then in
Consultant’s possession.
(c)
The
following provisions shall survive despite any termination of this Agreement:
6,
7, 8, 9, 10, 11, 13, 14, 15 and 16.
9.
Assignment
The
rights and liabilities of the parties shall bind and inure to the benefit of
their respective successors, heirs, executors and administrators, as the case
may be. Because ICO has specifically contracted for the services of Consultant,
Consultant may not assign or delegate Consultant's obligations under this
Agreement either in whole or in part without the prior written consent of
ICO.
10.
Governing
Law, Severability
This
Agreement shall be governed by and construed according to the laws of the State
of New York, USA, excluding its choice of law provisions. If any provision
of
this Agreement is found by a court of competent jurisdiction to be
unenforceable, that provision shall be severed and the remainder of this
Agreement shall continue in full force and effect.
11.
Arbitration
Any
dispute arising under or related to this Agreement shall be resolved by binding
arbitration under the Commercial Arbitration Rules and administration of the
American Arbitration Association (“AAA”) before one (1) arbitrator jointly
selected by the parties or, if the parties are unable to agree, appointed under
the AAA rules. Such arbitration shall take place in Washington, DC or Reston,
VA, unless otherwise agreed in writing. The arbitration award shall be final
and
binding upon the parties and judgment may be entered upon the application of
either party by the court having the jurisdiction. Each party shall bear the
cost of preparing and presenting its case, and the cost of the arbitration
(including fees and expenses of the arbitrators) shall be shared equally by
the
parties unless the award otherwise provides.
12.
Notices
Any
notices required or permitted hereunder shall be given to the appropriate party
at the address specified in this Agreement or at such other address as the
party
shall specify in writing. Such notice shall be deemed given upon personal
delivery to the appropriate address or, if sent by overnight courier, one (1)
day after the sending, or, if sent by certified or registered mail, three (3)
days after the date of mailing.
13.
Limitation
of Damages
EXCEPT
AS
PROVIDED IN SECTIONS 6, 14 AND 15, (A) IN NO EVENT WILL EITHER PARTY BE LIABLE
FOR INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AND (B) EITHER
PARTY’S SOLE LIABILITY TO THE OTHER PARTY, IF ANY, SHALL IN NO EVENT EXCEED THE
FEES PAID BY ICO UNDER THIS AGREEMENT.
14. Indemnification
Each
party shall indemnify and hold harmless the other party (including for
reasonable attorneys’ fees and costs) from any and all losses, claims, damages
and liability, including reasonable attorneys’ fees and costs, for any
third-party claims arising out of the indemnifying party’s breach of this
Agreement, misconduct or negligence.
15. Intellectual
Property
(a)
Consultant
hereby irrevocably grants to ICO all right, title and interest in document,
development, work product, know-how, design, processes, invention, technique,
trade secret, or idea, and all intellectual property rights related thereto,
that is created by Consultant, to which Consultant contributes, or which relates
to Consultant’s services provided pursuant to this Agreement (the “Work
Product”), including all copyrights, trademarks and other intellectual property
rights (including but not limited to patent rights) relating thereto. Consultant
agrees that any and all Work Product shall be and remain the property of ICO.
Consultant will immediately disclose to ICO all Work Product. Any
copyrighted works created by Consultant under this Agreement shall be considered
“works for hire.” Consultant agrees to take any steps reasonably necessary to
protect ICO’s rights, including without limitation executing any documents
necessary or desirable for doing so. If Consultant does not
execute
such documents within a reasonable time, Consultant hereby irrevocably appoints
ICO as Consultant’s attorney-in-fact for the purpose of executing such documents
on Consultant’s behalf, which appointment is coupled with an interest.
(b)
Consultant represents and warrants that, to her knowledge, no aspect of the
Services will infringe the intellectual property rights of any third
party.
16.
Complete
Understanding; Modification
This
Agreement, including all other documents mentioned herein, constitutes the
final, exclusive and complete understanding and agreement of the parties hereto
and supersedes all prior understandings and agreements. Any waiver, modification
or amendment of any provision of this Agreement shall be effective only if
in
writing and signed by the parties hereto.
IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
date
first written above.
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ICO
Satellite Services G.P.
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/s/
J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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/s/
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By:
By: ICO Services Limited, a partner
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By:
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By: ICO North America, Inc., its parent
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By: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Chief Executive Officer
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APPENDIX
1 TO CONSULTING AGREEMENT
Statement
of Work and Procedures
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1.
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Consultant
shall, prior to March 31, 2008, present the following information
to the
CEO in a written format:
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a.
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An
outline of matters discussed, including follow up items, concepts, or
arrangements contemplated with bankers, analysts, companies, or
others
concerning ICO.
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2.
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Consultant
and the CEO shall develop an action plan for continuing discussions
with
certain companies, bankers, analysts, or
others:
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a.
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Consultant
shall not
otherwise approach, initiate, or otherwise discuss ICO activities
with
outside parties; and
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b.
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Consultant
shall provide a written summary of any meeting or telephonic discussion
following any approach by any outside party with respect to
ICO.
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3.
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Subsequent
to the action plan, Consultant shall provide the CEO a written summary
of
actions taken with respect to the action plan on a weekly
basis:
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a.
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Such
written summary will contain meetings attended, telephonic discussions,
and a summary of points discussed, follow up items, concepts, or
arrangements contemplated.
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4.
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CEO
shall provide Consultant with continuing direction and follow up
on all
action plans in a prompt manner.
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5.
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Consultant
shall travel to Reston, Virginia to meet with the CEO at least once
every
month to re-assess the action plan and to present a summary of
activities.
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EXHIBIT
B TO SEPARATION AGREEMENT
CONSIDERATION
PERIOD
I,
▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇, understand that I have the right to take at least 21 days to
consider whether to sign this Agreement, which I received on ___________ __,
20__. If I elect to sign this Agreement before 21 days have passed, I understand
I am to sign and date below this paragraph to confirm that I knowingly and
voluntarily agree to waive the 21-day consideration period.
AGREED:
__________________________________________
Employee
Signature
__________________________________________
Date