Director Resignation and Reappointment Agreement between David L. Jannetta and Company (May 23, 2006)
This agreement confirms that David L. Jannetta will resign his current position as a Class I director and be reappointed as a Class II director, with a term ending at the 2007 annual meeting. He agrees to resign as a director either when a new independent director is appointed or by January 23, 2007, whichever comes first. Upon his resignation, half of his unvested stock options will immediately vest. The agreement is signed by both Jannetta and the Chairman of the Board.
EXHIBIT 10.25
May 23, 2006
David L. Jannetta
851 Duportail Road
Wayne, PA 19087
Re: Board Matters
Dave:
This letter will serve to confirm our discussions of the past few weeks regarding your membership on the company’s Board of Directors and the need we have to meet the Nasdaq National Market Rules regarding an “independent” majority on the Board.
We have agreed that, effective today, you will resign your Class I membership and will be re-appointed and serve as a Class II director. Class II directors are currently serving terms which run through our annual meeting in 2007. You have also agreed that you will voluntarily resign, without dispute or notice of objection, effective upon the earlier to occur of 1) the appointment of a new “independent” director to the Board, or 2) January 23, 2007.
Effective upon your resignation in accordance with this letter agreement, one half of all unvested stock options which you hold today will become vested. For purposes of clarity, we agree that, as of today, you hold the following unvested options:
| Date of Grant |
| Amount of unvested options |
| Exercise Price |
| |
| 1/28/03 |
| 9,375 |
| $ | 4.50 |
|
| 7/1/03 |
| 106,146 |
| $ | 0.75 |
|
| 7/30/03 |
| 417 |
| $ | 0.75 |
|
| 1/28/04 |
| 234 |
| $ | 0.75 |
|
| TOTAL |
| 116,172 |
|
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| |
In order to indicate your agreement with the foregoing, please countersign this letter as indicated below.
| Very Truly Yours, |
| Agreed and Accepted: |
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| /s/ Mark J. DeNino |
| /s/ David L. Jannetta |
| Mark J. DeNino |
| David L. Jannetta |
| Chairman of the Board |
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