XML 37 R21.htm IDEA: XBRL DOCUMENT v2.4.0.6
Subsequent Events
12 Months Ended
Dec. 31, 2011
Subsequent Events [Abstract]  
Subsequent Events
15.  Subsequent Events

Tamalpais Partners LLC

Steven Ledger, the Chairman of the Company's Board of Directors, is the founder and managing partner of Tamalpais Partners LLC, a business consulting firm. On February 1, 2012, the Company entered into a consulting agreement with Tamalpais under which Tamalpais will provide it with advisory services focused on capital and business issues, including assistance on raising capital, mergers, acquisitions, business development and investor relations/positioning. The Company will pay Tamalpais $6,000 per month during the term of this agreement, which runs for one year, beginning February 1, 2012.

ipCapital Group, Inc.

On January 30, 2012, the Company entered into a third addendum to the initial engagement agreement with ipCapital to provide additional services related to identifying and extracting additional new inventions, and to draft new invention disclosures, among other opportunities. The Company anticipates that costs for these additional services, if performed, will aggregate between $50,000 and $100,000. Should the Company choose to utilize all of the services contained within the engagement agreement, as amended, the total amount of all services provided under the engagement agreement, as amended, would aggregate $540,000, which the Company expects would be expended prior to December 31, 2012.
 
Robert Dilworth

On April 12, 2012, the Company entered into a separation agreement and a release with Robert Dilworth in connection with Mr. Dilworth's resignation as its Chief Executive Officer and as a member of its board of directors. Subject to the terms of the separation agreement and provided Mr. Dilworth does not revoke the release by April 20, 2012 (the “Release Effective Date”), the Company will pay or provide Mr. Dilworth the following:

·  
On the Release Effective Date, Mr. Dilworth's outstanding options will become fully vested and exercisable and will remain exercisable until the earlier of (i) the expiration dates of each of such options or (ii) the date that is 30 months after the Release Effective Date. The number of shares of common stock issuable upon exercise of such outstanding options is 2,000,000.
 
·  
On the Release Effective Date, Mr. Dilworth will be granted options to purchase 500,000 shares of common stock at an exercise price of the greater of (i) $0.20 per share or (ii) the per-share fair market value of the common stock on the Release Effective Date. Such options will have a term of 30 months from the date of grant and will vest and become exercisable at a rate of 62,500 shares per quarter commencing on July 1, 2012.
 
·  
From May 2012 through April 2013, Mr. Dilworth will be paid $27,268 per month. From May 2013 through April 2014, Mr. Dilworth will be paid $13,634 per month.
 
·  
For a period of 18 months, the Company will pay the premium costs to continue medical coverage for Mr. Dilworth and his spouse under the Employment Retirement income Security Act of 1974 (COBRA).
 
·  
Within five business days after the Release Effective Date, the Company will pay Mr. Dilworth $15,000 as reimbursement for a portion of his legal fees in connection with negotiation of the separation agreement and the release.
 
Mr. Dilworth's participation in the Key Employee Severance Plan and the Director Severance Plan will automatically terminate on the Release Effective Date. In addition, the separation agreement contains confidentiality and non-disparagement provisions subject to the terms set forth therein. Pursuant to the terms of the release, Mr. Dilworth will provide as of the Release Effective Date a release of claims in connection with his employment and resignation from our company.