ex10_3.htm


    
      

    

    Exhibit
10.3

    


    


    VIA
EMAIL

    


    


    December
4, 2007

    


    


    Mr.
Richard Rosenthal

    850 South
Road

    Belmont,
CA 94002

    


    


    Dear
Rick:

    


    I am
pleased to offer you the position of Senior Vice President, Finance of Symyx
Technologies, Inc. (“Symyx”).  You will receive a monthly salary of
$21,700 (twenty-one thousand, seven hundred dollars), payable semi-monthly in
accordance with our normal payroll procedures and subject to applicable
withholdings.  In addition, based upon achievement of Company
financial objectives and of individual goals we will define together, you will
be eligible to receive an on-target annual bonus of 30% of your annual salary
starting in fiscal 2008.  Your participation in this plan is subject
to the bonus plan’s terms, which include a requirement that you be an employee
in good standing at the time the bonus is paid.

    


    In addition, subject to approval by
Symyx’ Board of Directors or its appropriately appointed committee or designee,
you will be granted an option to purchase 30,000 (thirty thousand) shares of
Symyx Common Stock priced at the closing sale price of Symyx Common Stock on the
Nasdaq National Market on the date of grant. These stock options will be
governed by Symyx’ 2007 Stock Incentive Plan and the applicable stock option
agreement, and will vest over 3 years as follows: 20% on the first anniversary
of your date of hire, 40% on the second anniversary, and 40% on the third
(subject to your continued employment through these dates).

    


    As a Symyx employee, you are eligible
to receive certain employee benefits. Please review the enclosed Benefits
Summary which summarizes our current benefits offerings. Symyx reserves the
right at all times to modify or terminate its compensation and benefits as it
deems necessary.

    


    You
should be aware that your employment with Symyx is not for a specified period
and is at will. Accordingly, you are free to resign at any time, for any or no
reason.  Similarly, Symyx is free to conclude its employment
relationship with you at any time, with or without cause, and with or without
notice; provided, however, that you will be entitled to severance benefits under
certain circumstances as described in Attachment A.

     

    Symyx
reserves the right to conduct background investigations and/or reference checks
on all of its potential employees.  Your job offer, therefore, is
contingent upon clearance of such a background investigation and/or reference
check, if any.


    
      
         


      

      
        1.

        
          

        

      

      
         


      

    


    Mr.
Richard Rosenthal

    December
4, 2007

    Page 2 of
2

    


    For
purposes of federal immigration law, you will be need to provide Symyx
documentary evidence of your identity and eligibility for employment in the
United States.  This documentation must be provided to us within three
(3) business days of your date of hire.

    


    You agree that, during the term of your
employment with Symyx, you will not engage in any other employment, occupation,
consulting or business activity directly related to the business in which Symyx
is now involved or becomes involved during the term of your employment, nor will
you engage in any other activities that conflict with your obligations to
Symyx.  As a Symyx employee, you will be expected to sign and comply
with the enclosed At-Will, Confidential Information, Invention Assignment and
Arbitration Agreement, which requires (among other things) the assignment of
patent rights to any invention made during your employment at Symyx and
non-disclosure of proprietary information.

    


    To
indicate your acceptance of this offer, please sign and date this letter in the
space provided below and return it to me, along with the signed code of conduct
and confidentiality agreement.  This offer of employment expires at
5:00 p.m. on December 5, 2007 unless accepted prior to that
date.

    


    This
letter, along with the agreement relating to proprietary rights between you and
Symyx, sets forth the terms of your employment with Symyx and supersedes any
prior representations and/or agreements, whether written or oral, including
without limitation my letter to you on November 28, 2007.  This letter
may not be modified or amended except by a written agreement, signed by an
officer of Symyx and by you.

    


    We look
forward to working with you at Symyx.

    


    


    Sincerely,

    


    


    /s/ Rex
Jackson

    Rex S.
Jackson

    Executive
Vice President and CFO

    


    


    ACCEPTED
AND AGREED TO this

    
      
        	
                5th

              	
                  
      day of December, 2007.

              	 
      
	 
      	 
      	 
      
	
                By:

              	
                /s/ Richard Rosenthal

              	 
      
	 
      	
                Richard
      Rosenthal

              	 
      


      

    

    


    Start
date: December 10, 2007

    


    


    Enclosures


    
      
         


      

      
        2.

        
          

        

      

      
         


      

    


    ATTACHMENT
A

     

    SYMYX
TECHNOLOGIES, INC.

     

    EXECUTIVE
CHANGE IN CONTROL AND SEVERANCE BENEFIT TERMS

     

    
      	
              1.

            	
              Introduction.

            


    

     

    The
Change in Control and Severance Benefit terms below supplement the offer letter
dated as of December 4, 2007 from Symyx Technologies, Inc. to Richard Rosenthal
(“Participant”)
to which these terms are attached.

     

    
      	
              2.

            	
              Definitions.

            


    

     

    The
following terms are defined as follows:

     

    (a)        
    “Base
Salary” means Participant’s annual base pay (excluding incentive pay,
premium pay, commissions, overtime, bonuses and other forms of variable
compensation), at the rate in effect during the last regularly scheduled payroll
period immediately preceding the Participant’s Covered Termination
date.

     

    (b)      
      “Monthly Base
Salary” means Participant’s Base Salary divided by twelve
(12).

     

    (c)        
    “Board”
means the Board of Directors of Symyx Technologies, Inc.

     

    (d)           
  “Change in
Control” means the occurrence of any of the following:

     

    (i)             
the Company’s shareholders’ approve a plan of complete liquidation of the
Company or of an agreement for the sale or disposition of all or substantially
all of the Company's assets;

    


    (ii)       
    the Company’s shareholders approve a merger or
consolidation of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than fifty percent (50%) of the total voting power
represented by the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;

    


    (iii)           any
"person" (as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended) becomes the "beneficial owner" (as defined in
Rule 13d-3 under said Act), directly or indirectly, of thirty percent (30%) or
more of the Company's then outstanding voting securities; or

    


    (iv)          
a change in the composition of the Board, as a result of which fewer than
sixty-six percent (66%) of the directors are elected, or nominated for election,
to the Board with the affirmative votes of at least a majority of those
directors whose election or nomination was not in connection with any
transactions described in subsections (i), (ii) or (iii), or in connection with
an actual or threatened proxy contest relating to the election of Company
directors.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (f)              “Change
in Control Termination” means a Covered Termination occurring within the
period commencing three (3) months prior to a Change in Control and ending
twelve (12) months after the Change in Control.  For purposes of this
definition only, a Change in Control Termination shall also include, solely in
the context of a Change in Control and within the time periods described in the
preceding sentence, a Participant’s resignation of employment within ninety (90)
days after the Company significantly reduces the Participant’s duties, authority
or responsibilities relative to the Participant’s duties, authority or
responsibilities in effect immediately prior to such reduction, taken as a
whole, without the Participant’s express written consent; provided, however,
that (A) within thirty (30) days following the occurrence of the conduct, the
Participant provides the Company’s Chief Executive Officer (or the Board in the
case of a CEO Participant) written notice specifying (x) the particulars of the
conduct and (y) that the Participant deems such conduct to be a reduction as
described herein, and (B) the conduct described has not been cured within thirty
(30) days following receipt by the Company’s Chief Executive Officer of such
notice.

     

    (g)    
        “COBRA”
means the Consolidated Omnibus Budget Reconciliation Act of 1985, as
amended.

     

    (h)           
 “Code” means the Internal
Revenue Code of 1986, as amended.

     

    (i)          
   “Company”
means Symyx Technologies, Inc., any Subsidiary of the Company if any of the
Subsidiary’s employees have been designated as Participants, or any successor
entity thereto.

     

    (j)             
“Constructive
Termination” means Participant’s resignation of employment within ninety
(90) days after one of the following occurs without the Participant’s express
written consent: 

     

    (i)    
       the Company reduces the
Participant’s base salary, target bonus and/or other cash compensation programs,
taken as a whole, unless such reduction is made in connection with an
across-the-board, proportionate reduction of substantially all executives’
annual base salaries, bonuses, plans and/or other cash compensation programs
instituted because the Company, taken as a whole, is in financial
distress;

     

    (ii)    
      the Company reduces or eliminates the
Participant’s eligibility to participate in or the benefits associated with
participating in the Company’s benefit programs that is inconsistent with the
eligibility to participate in and benefits associated with participation enjoyed
by similarly situated employees of the Company; or

     

    (iii)          the
Company relocates the Participant’s primary business office more than fifty (50)
miles from the location at which the Participant predominately performed duties
prior to such relocation, except for required Participant travel on Company
business to an extent substantially consistent with the Participant’s prior
business travel obligations.

     

    Notwithstanding
the foregoing, a termination shall not constitute a Constructive Termination
based on conduct described above unless (A) within thirty (30) days following
the occurrence of the conduct, the Participant provides the Company’s Chief
Executive Officer written notice specifying (x) the particulars of the conduct
and (y) that the Participant deems such conduct to be described in (i), (ii) or
(iii) of this Section 2(j), and (B) the conduct described has not been
cured within thirty (30) days following receipt by the Company’s Chief Executive
Officer of such notice.

     

    (k)      
      “Coverage
Period” means six (6) months.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (l)      
       “Covered
Termination” means either (A) an Involuntary Termination Without Cause or
(B) a Constructive Termination.  Termination of employment of a
Participant due to death or disability shall constitute a Covered Termination
unless the Company’s termination of Participant’s employment immediately prior
to the Participant’s death or disability would not have qualified as an
Involuntary Termination Without Cause.

     

    (m)     
      “Entity”
means a corporation, partnership, limited liability company or other
entity.

     

    (n)     
       “Involuntary
Termination Without Cause” means a termination by the Company of a
Participant’s employment relationship for any reason other than the
Participant:

     

    (i)      
      willfully refuses to perform in any
material respect the Participant’s duties or responsibilities for the Company or
willfully disregards in any material respect any financial or other budgetary
limitations established in good faith by the Board;

     

    (ii)     
     engages in conduct that causes, or is
reasonably likely to cause, material and demonstrable injury, monetarily or
otherwise, to the Company, including, but not limited to, misappropriation or
conversion of Company assets (other than non-material assets); or

     

    (iii)          engages
in an act of moral turpitude or conviction of or entry of a plea of nolo
contendere to a felony.

     

    No
Participant act or failure to act shall be deemed “willful” if done, or omitted
to be done, in good faith and with the reasonable belief that the action or
omission was in the best interest of the Company.  For the avoidance
of doubt, a transfer of employment of a Participant from the Company or one of
its Subsidiaries to the Company, one of its Subsidiaries or an Entity that
acquires control of the Company shall not be deemed an Involuntary Termination
Without Cause; however, depending on the facts and circumstances, such a
transfer of employment may, in conjunction with a resignation by the
Participant, result in a Constructive Termination.

     

    (o)              “Equity
Interest” means an option to purchase any equity security of the Company,
restricted stock awards, restricted stock units, or other economically similar
equity awards with respect to the equity of the Company.

     

    (p)           
  “Own,” “Owned,” “Owner,” “Ownership”
A person or Entity shall be deemed to “Own,” to have “Owned,” to be the “Owner”
of, or to have acquired “Ownership” of securities if such person or Entity,
directly or indirectly, through any contract, arrangement, understanding,
relationship or otherwise, is the beneficial owner of such
securities.   For example, a holder of stock of a corporation
(the “direct corporation”) is deemed to Own such stock and to Own a pro rata
portion (based on relative holdings of the stock of the direct corporation) of
any stock of any other corporation Owned by the direct corporation.

     

    (q)       
     
“Subsidiary” means (A) any corporation of which more than fifty percent
(50%) of the outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether,
at the time, stock of any other class or classes of such corporation shall have
or might have voting power by reason of the happening of any contingency) is at
the time, directly or indirectly, Owned by the Company, and (B) any partnership
or limited liability company in which the Company has a direct or indirect
interest (whether in the form of voting or participation in profits or capital
contribution) of more than fifty percent (50%).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              3.

            	
              Eligibility
      For Benefits.

            


    

     

    (a)       
     General
Rules. Participant will not receive benefits hereunder his
employment terminates or is terminated for any reason other than a Covered
Termination.  Subject to the limitations set forth in this
Section 3 and Section 5, in the event of a Covered Termination, the
Company shall provide the severance benefits described in Section 4 to
Participant.

     

    (b)           
  Termination
or Return of Benefits.  If a Covered Termination occurs
following a Change in Control, Participant’s right to receive benefits shall
terminate immediately (and any benefits received pursuant to this Plan shall be
immediately returned to the Company) if, at any time prior to or during the
period ending on the earlier of the date on which the Participant ceases to be
receiving benefits hereunder or the date that is eighteen (18) months following
such Change in Control, the Participant, without the prior written approval of
the Plan Administrator:

     

    (i)           
 willfully breaches a material provision of the Participant’s
proprietary information or confidentiality agreement with the
Company;

     

    (ii)      
     encourages or solicits any of the Company’s
then current employees to leave the Company’s employ for any reason or
interferes in any other manner with employment relationships at the time
existing between the Company and its then current employees; or

     

    (iii)      
    induces any of the Company’s then current
clients, customers, suppliers, vendors, distributors, licensors, licensees or
other third party to terminate or materially diminish their existing business
relationship with the Company or interferes in any other manner with any
existing business relationship between the Company and any then current client,
customer, supplier, vendor, distributor, licensor, licensee or other third
party.

     

    
      	
              4.

            	
              Amount
      of Benefits.

            


    

     

    If Participant
incurs a Covered Termination, Participant shall receive the benefits in this
Section 4, subject, however, to the payment provisions in Section 6
and the other limitations and exclusions set forth herein.

     

    (a)           
  Cash
Severance Benefits.  The Company shall make monthly cash
severance payments to Participant in an amount equal to Participant’s Monthly
Base Salary.  Such payments shall continue for the Coverage
Period.  

     

    (b)       
      Health Continuation
Coverage.

     

    (i)        
    Provided Participant is eligible for, and has
made an election at the time of the Covered Termination pursuant to COBRA under
a Company-sponsored health, dental, or vision plan, the Company shall continue
to pay the amount of the COBRA premiums (inclusive of premiums for the
Participant’s dependents) for such health, dental, or vision plan coverage as in
effect immediately prior to the date of the Covered Termination necessary to
maintain such health, dental, or vision plan coverage for a period equal to the
Participant’s Coverage Period; provided, however, that such payments by the
Company shall cease as of the date upon which the Participant and the
Participant’s dependents, if any, are covered by similar plans of a new
employer.  Except as provided in this paragraph, at all times the
Participant shall be solely responsible for all health costs of the Participant
and any dependents of the Participant including any coverage pursuant to
COBRA.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (ii)     
      For purposes of this
Section 4(b), (A) references to COBRA shall be deemed to refer also to
analogous provisions of state law, and (B) any applicable insurance premiums
that are paid by the Company shall not include any amounts payable by
Participant under an Internal Revenue Code Section 125 health care reimbursement
plan, which amounts, if any, are the sole responsibility of
Participant.

     

    (c)          
    Vesting
Acceleration.  If the Covered Termination is a Change in
Control Termination, then effective upon the Change in Control
Termination,

     

    (i)         
   the vesting, exercisability and repurchase provisions
for Time-vesting Equity Interests (as defined below) shall first be converted to
daily accrual.  For example, if an option vests (i.e., becomes
exercisable) in installments at the rate of 25% per year from the date of grant,
the vesting schedule for such Option shall automatically change to 25%/365 per
day from the date of grant.

     

    (ii)  
         the vesting and
exercisability of any outstanding Time-vesting Equity Interests that Participant
holds on such date and are not exercisable and vested in full after the
application of Section 4(c)(i) shall immediately accelerate and become vested
and exercisable for that number of shares subject thereto with respect to which
such Equity Interests would have become, after the application of Section
4(c)(i), vested and exercisable over the twenty-four (24) month period following
the Participant’s Change in Control Termination.  “Time-vesting Equity
Interests” include only those interests that vest based solely on the passage of
time and Participant’s continuation of services for the Company and do not
otherwise require the achievement of certain goals or milestones as a condition
of vesting.  If an Equity Interest includes both time-vesting and
other vesting criteria, the provisions of this Section 4(c) shall apply to
the time-vesting component only.

     

    (iii)     
     any reacquisition or repurchase rights held
by the Company after the application of Section 4(c)(i) to reacquire from the
Participant any equity security of the Company Participant holds shall lapse
(i.e., the equity
security shall vest in the Participant pursuant to time-vesting) to the extent
such equity security was scheduled to vest, after the application of Section
4(c)(i), pursuant to time-vesting (i.e., such reacquisition or
repurchase rights were scheduled to lapse) in the twelve (12) month period
following the Participant’s Change in Control Termination.

     

    (iv)            Notwithstanding
the provisions of this Section 4(c), if the provisions of this
Section 4(c) regarding acceleration of vesting would adversely affect a
Participant’s Equity Interests (including, without limitation, its status as an
incentive stock option under Section 422 of the Code or result in an Equity
Interest that would not otherwise be deemed to be a nonqualified deferred
compensation plan or arrangement for the purposes of Section 409A of the Code to
be deemed to be such a nonqualified deferred compensation plan or arrangement)
that is outstanding on the date the Participant commences participation in the
Plan, such acceleration of vesting shall be deemed null and void as to such
Equity Interest unless the affected Participant consents in writing to such
acceleration of vesting as to such Equity Interest within thirty (30) days after
becoming a Participant under the Plan.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)         
    Other Employee
Benefits.  All other benefits (such as life insurance,
disability coverage, and 401(k) plan coverage) shall terminate as of
Participant’s termination date (except to the extent that a conversion privilege
may be available thereunder).

     

    
      	
              5.

            	
              Limitations
      on Benefits.

            


    

     

    (a)        
     Release.  In order
to be eligible to receive benefits hereunder, Participant must execute a general
waiver and release in a form reasonably acceptable to the Company, and such
release must become effective in accordance with its terms.

     

    (b)         
    Certain
Reductions.  The Company, in its sole discretion, shall have
the authority to reduce Participant’s severance benefits hereunder, in whole or
in part, by the amount of any other severance benefits, pay in lieu of notice,
or other similar benefits payable to Participant by the Company that become
payable in connection with Participant’s termination of employment pursuant to
(i) any applicable legal requirement, including, without limitation, the Worker
Adjustment and Retraining Notification Act (the “WARN
Act”), or (ii) any Company policy or practice providing for the
Participant to remain on the payroll for a limited period of time after being
given notice of the termination of the Participant’s employment.  The
benefits provided hereunder are intended to satisfy, in whole or in part, any
and all statutory obligations that may arise out of Participant’s termination of
employment.

     

    (c)        
     Parachute
Payments.  Except as otherwise provided in an agreement
between Participant and the Company, if any payment or benefit the
Participant would receive in connection with a Change in Control from the
Company or otherwise (“Payment”)
would (i) constitute a “parachute payment” within the meaning of Section 280G of
the Code, and (ii) but for this sentence, be subject to the excise tax imposed
by Section 4999 of the Code (the “Excise
Tax”), then such Payment shall be equal to the Reduced
Amount.  The “Reduced Amount” shall be either (x) the largest portion
of the Payment that would result in no portion of the Payment being subject to
the Excise Tax, or (y) the largest portion, up to and including the total, of
the Payment, whichever amount, after taking into account all applicable federal,
state and local employment taxes, income taxes, and the Excise Tax (all computed
at the highest applicable marginal rate), results in the Participant’s receipt,
on an after-tax basis, of the greater amount of the Payment notwithstanding that
all or some portion of the Payment may be subject to the Excise Tax. If a
reduction in payments or benefits constituting “parachute payments” is necessary
so that the Payment equals the Reduced Amount, reduction shall occur in the
following order unless the Participant elects in writing a different order
(provided, however, that such election shall be subject to Company approval if
made on or after the date on which the event that triggers the Payment occurs):
(1) reduction of cash payments; (2) cancellation of accelerated vesting of
equity awards other than stock options; (3) cancellation of accelerated vesting
of stock options; and (4) reduction of other benefits paid to Participant. If
acceleration of vesting of compensation from Participant’s equity awards is to
be reduced, such acceleration of vesting shall be cancelled by first canceling
such acceleration for the vesting installment that will vest last and continuing
by canceling as a first priority such acceleration for vesting installment with
the latest vesting unless Participant elects in writing a different order for
cancellation prior to any Change in Control.

     

    (d)          
   Mitigation.  Except
as otherwise specifically provided herein, Participant shall not be required to
mitigate damages or the amount of any payment provided under this Plan by
seeking other employment or otherwise, nor shall the amount of any payment
provided for under this Plan be reduced by any compensation earned by
Participant as a result of employment by another employer or any retirement
benefits received by Participant after the date of Participant’s Covered
Termination, except for health continuation coverage provided pursuant to
Section 4(b).


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (e)        
     Non-Duplication of
Benefits.  Except as otherwise specifically provided for
herein, Participant is not eligible to receive benefits under this Plan more
than one time.  The payments pursuant to these terms are in addition
to, and not in lieu of, any unpaid salary, bonuses or benefits to which
Participant may be entitled for the period ending with the Participant’s Covered
Termination.

     

    
      	
              6.

            	
              Time
      of Payment and Form Of Benefits.

            


    

     

    (a)      
       General
Rules.  Except as otherwise provided herein, benefits in
Section 4 shall be paid in accordance with and subject to the Company’s
normal payroll practices.  In no event shall payment of any benefit be
made prior to the Participant’s termination date or prior to the effective date
of the release described in Section 5(a).  For the avoidance of
doubt, in the event of an acceleration of the exercisability of an option or
other Equity Interest pursuant to Section 4(c), such acceleration shall not
be effective until the effective date of the release described in
Section 5(a).  Notwithstanding the provisions of Section 4
and this Section 6(a) regarding the timing of the payment of benefits, if
the Company or any Entity that acquires control of the Company pursuant to a
Change in Control is in breach of its obligations to Participant or otherwise
refuses to comply with its obligations hereunder with respect to Participant,
all benefits due Participant shall be immediately due and payable on the later
of (i) the date of such breach or refusal or (ii) the date of Participant’s
Covered Termination.

     

    (b)        
    
Application of Section 409A.  If the Company determines that
(i) any cash severance benefit provided under Section 4(a), or (ii) any
health continuation coverage provided under Section 4(b) fails to satisfy
the distribution requirement of Section 409A(a)(2)(A) of the Code as a result of
the application of Section 409A(a)(2)(B)(i) of the Code, the payment of such
benefit shall be accelerated to the minimum extent necessary so that the benefit
is not subject to the provisions of Section 409A(a)(1) of the
Code.  (It is the intention of the preceding sentence to apply the
short-term deferral provisions of Section 409A of the Code, and the regulations
and other guidance thereunder, to such payments and benefits.  The
payment schedule as revised after the application of such preceding sentence
shall be referred to as the “Revised Payment
Schedule.”)  However, if there is no Revised Payment Schedule
that would avoid the application of Section 409A(a)(1) of the Code, the payment
of such benefits shall not be paid pursuant to the original payment schedule or
a Revised Payment Schedule and instead the payment of such benefits shall be
delayed to the minimum extent necessary so that such benefits are not subject to
the provisions of Section 409A(a)(1) of the Code.  The Plan
Administrator may attach conditions to or adjust the amounts paid pursuant to
this Section 6(b) to preserve, as closely as possible, the economic
consequences that would have applied in the absence of this
Section 6(b); provided,
however, that no such condition shall result in the payments being
subject to Section 409A(a)(1) of the Code.

     

    (c)      
       Withholding.  All
payments under the Plan will be subject to all applicable withholding
obligations of the Company, including, without limitation, obligations to
withhold for federal, state and local income and employment taxes.

     

    (d)      
       Indebtedness of
Participants.  If Participant is indebted to the Company on the
effective date of his Covered Termination, the Company reserves the right to
offset any severance payments hereunder by the amount of such
indebtedness.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              7.

            	
              Re-employment.

            


    

     

    If the
Company re-employs Participant during the Coverage Period, the Company may in
its sole and absolute discretion require Participant to repay to the Company
and/or waive all or a portion of the benefits paid or otherwise payable
hereunder as a condition of re-employment.  Participant’s refusal to
accept re-employment on such terms and conditions shall not affect Participant’s
entitlement to benefits paid or payable as a result of Participant’s earlier
termination or resignation.

     

    
      	
              8.

            	
              Right
      To Interpret.

            


    

     

    The
Company shall have the exclusive discretion and authority to establish rules,
forms, and procedures for the administration of these terms, and to construe and
interpret them and to decide any and all questions of fact, interpretation,
definition, computation or administration arising in connection with the
operation of these terms, including, but not limited to, whether benefits are in
fact due and the amount of benefits to be paid.  The rules,
interpretations, computations and other actions of the Company shall be binding
and conclusive on all persons.

     

    
      	
              9.

            	
              No
      Implied Employment Contract.

            


    

     

    The Plan
shall not be deemed (i) to give Participant any right to be retained in the
Company’s employ, or (ii) to interfere with the Company’s right to discharge
Participant at any time, with or without cause.

     

    
      	
              10.

            	
              Legal
      Construction.

            


    

     

    These
terms are governed by and shall be construed in accordance with the laws of the
State of California.

     

    
      	
              11.

            	
              General
      Provisions.

            


    

     

    (a)     
        Notices.  Any
notice, demand or request required or permitted to be given by either the
Company or Participant pursuant to the terms of this Plan shall be in writing
and shall be deemed given when delivered personally or deposited in the U.S.
mail, First Class with postage prepaid, and addressed to the parties, in the
case of the Company, at the address set forth in Section 2(t) and, in the
case of Participant, at the address as set forth in the Company’s employment
file maintained for Participant as previously furnished by Participant or such
other address as a party may request by notifying the other in
writing.

     

    (b)       
      Transfer and
Assignment.  The rights and obligations of Participant
hereunder may not be transferred or assigned without the prior written consent
of the Company.  These terms shall be binding upon any surviving
entity resulting from a Change in Control and upon any other person who is a
successor by merger, acquisition, consolidation or otherwise to the business
formerly carried on by the Company without regard to whether or not such person
or entity actively assumes the obligations hereunder.

     

    (c)        
     Waiver.  Any Party’s
failure to enforce any provision or provisions hereof shall not in any way be
construed as a waiver of any such provision or provisions, nor prevent any Party
from thereafter enforcing each and every other provision hereof.  The
rights granted the Parties herein are cumulative and shall not constitute a
waiver of any Party’s right to assert all other legal remedies available to it
under the circumstances.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d)      
       Severability.  Should
any provision of these terms be declared or determined to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.

     

    (e)      
       Section
Headings.  Section headings herein are included for convenience
of reference only and shall not be considered part of these terms for any other
purpose.