Under the Agreement, Dr. Kiral will cease to serve in his current positions as the Company's President and Chief Operating Officer, effective April 1, 2011, and will not stand for re-election to the Company's Board of Directors at the 2011 Annual Meeting of Stockholders. However, Dr. Kiral will complete his current term on the Board of Directors and will continue to provide services to the Company for another 24 months as an independent consultant based on fixed hourly fees. Consistent with similar terms contained in Dr. Kiral's Employment Agreement, the Agreement provides that Dr. Kiral will receive severance pay in an amount equal to his current annual salary of $247,000, payable in installments, and reimbursements for the costs of his COBRA coverage for one year. Upon ceasing to serve as a director, he will be entitled to receive a $200,000.00 payment, payable in four equal installments over a one-year period. The installment payments under the Agreement will accelerate in the event of a change in control. The agreement also provides that Dr. Kiral will be indemnified against any adverse tax consequences in connection with prior option awards that may have been non-compliant with Section 409A of the Internal Revenue Code of 1986, as amended. In consideration of the above payments and benefits, Dr. Kiral released all potential claims against the Company relating to his employment with and separation from employment with the Company.