Prosser, Sean T

From: Denise Licciardi
Sent: Sunday, February 08, 1998 2:48 PM
To: Bryan Zwan
Subject: Ending Cycle
Importance: High

Bryan,
We need to move on here and end the unresolved issues we have here. I need to play the game or get out. It is not OK that I should be publicly removed from all lines as I have been. It is humiliating and undeserved as I did all that you have asked of me and more. I am concerned about those you have chosen as your advisors, I have been an excellent Exec, applied Simon Bolivar to a "T" and have been a true friend.

Most upsetting is that you will not allow me to help you to get the very badly needed production cycles underway. I understand that the VP Admin position is gone. This was your doing. We both also understand that the functions I did were not that of a VP Admin but that as your arm into the organization. The attention is so much on doing some correct PR action to handle "the street" or "the Board" that we are missing the exact thing we should be doing which would be to get the company production in a high roll so that we have an incredible first quarter. (An excellent first quarter would be the absolute correct action in truly handling the street. There will be further lack of confidence with poor performance in the first quarter, no matter what reorg or announcement you make regarding such.)

Currently I understand that you have cost cutting actions that you are implementing across the boards.

I understand what want us to do in Manufacturing. The situation here is that you have a known enemy and "non producer" (TW) managing the area and yet you feel he has to crash and burn despite the evidence provided to you-this means the production area crashing and burning, before you can get rid of him. The failing with Tom is that I have copped the condition I failed to assign. Be careful not to make that same mistake. I am sure that whatever he reported to Seth is full of lies and finger pointing and I am equally sure it was not regarding you-but me and perhaps Jerry. I understand that Chuck A wrote a report about Tom and gave it to you last Wed., with the lay offs coming it is really key that they are a tight group. Chuck runs the production line this report should be addressed by someone to ensure he keeps his guys going.

The Engineering group took quite some time to build and to un-mock what is happening in Jersey is to add time to an already late development schedule. There are other ways to cut costs and frankly, I am surprised Steve has not provided you with some solutions to this. Perhaps he has-but for you to now be single handling Production material, the purchasing line-this is his hat-let or make him wear it.

I have filled Barbara in on what the new organization plan is. She is a good person and I believe she will be very valuable with her knowledge of the employment laws as well as her willingness to work long and hard.

There is a situation with the Unix workstations in Engineering that Chris should be on to. I believe it is due to the funky way the tools are installed and our lack of expertise in this area. Edward is aware of it and we have a temporary solution in place using Gateway folks.

Michael Tinsley is "you know what" and therefore 1.1-notice the colorful e-mails he sends. He is right on Finance lines and that is dangerous. Between him and Mary you will have your hands full. As long as you can keep Steve out of fear you should be OK.

Something needs to be done to handle the Sales guys-I know Bill Rooney has called them-but a real effort needs to be made when they are brought out here-we are depending on them to pay the bills and they should be made to feel important.

I really wish you would let me help here. I suppose my viewpoints or advice is not high on your needed and wanted list-however I can not help but to talk to you about these things as this is what you and I are all about. I suppose you feel you have had to distance yourself from me which is truly the worst possible action you could do but the exact intention of Seth's. He knew how valuable you considered me and his final blow was to destroy the team.

So-look-you need to do the package for me and spring me loose-I am a bird on a string here and need to be into some sort of create. It is clear in the organization what has happened to me and I am going into non-e having been removed from all of the lines. I read the Stock Option agreement and bottom line is that the "Committee" can decide anything it wants-it can vest stock early etc I have a copy with highlighted applicable sections if you need to see them.

As CEO, majority shareholder and Chairman of the Board you have immense power and authority. You know you do-DLI does not exist without you-no one else is in that position. You can and should give me the package I requested. It might take courage to just tell them your doing it-but it doesn't take anymore courage to do that than it has for you to take me out as you have done.

Do not belittle me or all that I have contributed to DLI or you by getting into some logistics or any other Q&A on this cycle. I hope there is at least one person here who you can say, "just do it" to and they will get it done no matter how, as you are fully aware of my tactics. Steve knows how to handle packages-my request is not out of line and is well deserved.

With both Sam and I getting the boot it is extremely important that I be able to have this energy to support all of my dynamics. For you I will take the fall.

On the Consulting issue-I do not know what the problem is. I have many skills and it is clear that at least the organizational ones are needed and the speed with which I can get these things done. I can not fathom that there is such a big barrier--I imagine it is Steve. What I do not get is why you do not you just defend my honor and tell them that I was far more valuable than bad-DA the bullshit. I would and have done the same for you.

Your meeting has gone on longer than I hoped today and I wanted to get in and see you so we could do this off of production time. I have left my original memo down at the bottom following this to remind you of my request.

I'll see you in the a.m.

Denise

Dear Bryan,
I know that there are many viewpoints one could have in determining my severance offer. I want to give you a few points to consider this is being communicated from the heart and from an exchange point of view

My Worth

*It is acknowledged that I have outgrown the VP Admin post and that services to DLI were above that level. I had planned to move to Sr. VP post, and worked as a senior exec.
*I am by far your most trusted, loyal, dedicated employee. I have been available 24 hours per day and have worked many 80-hour weeks.
*I am without a doubt guilty of executing on orders without question. My intent was and is always the greatest good for the greatest number and in getting your command intention executed.
*I successfully grew this company and it is personnel. Admin area is upstat in all areas. Kept employee morale high, with a very low turnover rate.
*Looked upon as an opinion leader amongst the staff.
*Protected and defended you despite personnel danger (i.e. fated interview with Steve Grant in front of the Treas. Personnel. Took responsibility/ownership for those cycles, which I needed to in order to protect you.
*I borrowed money, came here, gave up much on my other dynamics and dedicated my life to forward your dreams at Digital Lightwave because I trusted you.

Your Commitment
*You promised you would not bail on me, and I promised I would not on you, (and I still have not.)
*You knowingly allowed me to hold the Sr. Exec VP post without the title so that I could execute on your intention, though this put me in an "off hat" situation which was later used against me.

My Viewpoint

*I know what others in high positions who have left the company have received in the way of a severance-Doug Dohring, Seth Joseph
*I am at least in that category as far a position and responsibility to Digital Lightwave Inc.
*My dedication, contribution and undying loyalty to you far exceeded theirs.
*In the public eye, I will take the heat for the mistakes made at Digital Lightwave Inc., and due to my familial connections, will pay for this dearly on my road to spiritual freedom.
*You need to know out of band and create a fair and just exchange.
I would request minimally,

*All stock vested for Sam and I (90,000 shares free and clear)
*No Debt to Digital Lightwave Inc. for Sam and I (the company covered margin call to avoid stock liquidation)
*3 years salary
*Cell phone- I came here with a cell phone and turned it in to DLI when I received this one-the one I gave to DLI cost more than the one I currently have
*Keep the LapTop and accessories that I have for my home office-I am not sure of my future on certain other dynamics and it would assist me greatly to keep this.
*Personal integrity and leaving with my dignity-I want a statement from the company that exonerates me from any wrong doing and states that you will not issue any press release or statement to the press that mentions me or my leaving. If you need to have me take heat then we should discuss this.

I do not know what your intention is here, or what you consider generous. I came here for the long haul and serviced you with all that one would want from a friend and team member. I have earned the stock without a doubt and the severance is deserved.

I know you have the ability to provide to me what is needed and wanted in my request. I have truly exchanged in abundance with you and feel you should do the same.

Denise