Consulting Agreement Between the Company and Gerard B. Moersdorf, Jr.

Summary

This agreement outlines the consulting arrangement between the company and Gerard B. Moersdorf, Jr. for 2005. Mr. Moersdorf will serve as an independent contractor for up to 10 days during the year, compensated at $1,500 per day. This consulting work is separate from his role as non-executive Chairman of the Board. The company will also reimburse Mr. Moersdorf for COBRA health insurance expenses for 12 months starting January 24, 2005, following his resignation as President and CEO.

EX-10.1 2 l12217aexv10w1.txt EX-10.1 EXHIBIT 10.1 DESCRIPTION OF THE MATERIAL TERMS OF THE CONSULTING ARRANGEMENT BETWEEN THE COMPANY AND GERARD B. MOERSDORF, JR. Mr. Moersdorf, Jr. agrees to consult as an independent contractor from time to time during 2005 up to a total of 10 days, payable at the rate of $1,500 per day. Any consulting performed by Mr. Moersdorf under the Consulting Arrangement would be in addition to his duties as a non-executive Chairman of the Board of Directors. Additionally, Mr. Moersdorf will be reimbursed for COBRA expenses incurred for 12 months beginning on January 24, 2005, the date of his resignation as the Company's President and Chief Executive Officer.