Management Oversight Services Arrangement between Registrant and John P. Richard (October 2004 - June 2005)

Summary

This agreement outlines the arrangement between the company and John P. Richard, its chairman, for management oversight services during the search for a new CEO from October 2004 to June 2005. In return for his services, Mr. Richard received cash payments totaling $90,000 and a bonus of $53,250, as well as fully vested options to purchase 98,000 shares of common stock at $1.71 per share, with a ten-year term. The agreement specifies the compensation and stock options provided for Mr. Richard's interim management role.

EX-10.20 28 b57089apexv10w20.txt EX-10.20 DESCRIPTION OF ARRANGEMENT - JOHN P. RICHARD Exhibit 10.20 Description of Arrangement between the Registrant and John P. Richard, effective as of October 28, 2004. From October 2004 to June 2005, the Company had an arrangement with Mr. John P. Richard, the chairman of the board of directors, under which Mr. Richard provided management oversight services during the Company's search for a chief executive officer. For such services, the Company granted him options to purchase 28,000 shares of common stock and paid him $24,000 in 2004, and granted him options to purchase 70,000 shares of common stock and paid him $66,000 in fees and $53,250 as a bonus in 2005. All of such options have an exercise price of $1.71 per share, a ten-year term and were fully vested as of the date of grant.