1. |
We
previously edgarized and filed with the SEC the faxed copy of Mr.
Milmoe’s
original statement that we received from Mr. Milmoe. We have since
requested and been provided Word versions of Mr. Milmoe’s original
statement, as well as his supplemental statement provided to the
Company
on October 27, 2006. Those Word versions have been edgarized and
filed
with the SEC.
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2. |
October
9, 2006 was the first time that Mr. Milmoe was told he would be terminated
by the company. Prior to that date, Mr. Milmoe had been requested
by the
company’s CEO to give up the position of COO and leave the Board of
Directors and continue as a consultant or employee, and Mr. Milmoe
refused. The company had not decided at earlier times to terminate
Mr.
Milmoe.
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3. |
Mr.
Milmoe had informed the company that he was willing to serve as a
director
on earlier dates, and only subsequently, did he notify the company
that it
was conditioned on D&O liability insurance being in
place.
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4. |
There
never was a bonus to Mr. Grae or any current officer or director
of the
company, in cash or in equity, except for the initial equity included
in
their employment agreements, including Mr. Milmoe’s employment agreement.
The Company redeemed a portion of Mr. Grae’s stock in order to pay all
applicable payroll taxes relating to the receipt of stock pursuant
to the
terms of his employment agreement. Mr. Grae did not receive any
of the
cash proceeds as a result of the stock redemption transaction.
The Company
remitted the proceeds directly to the relevant federal and state
tax
authorities as part of its payroll tax withholding obligation.
Mr. Milmoe
approved this transaction as a member of the Company’s board of
directors.
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