(b) “Good Reason” means any of the following conditions, which condition(s)remain(s) in effect 30 days after written notice to the Board or the Company’s Chief ExecutiveOfficer from Executive of such condition(s):               (i) a material decrease in Executive’s base salary, other than amaterial decrease that applies generally to other executives of the Company at Executive’s level;               (ii) responsibilities, or duties; a material, adverse change in the Executive’s title, authority,               (iii) the relocation of the Executive’s work place for the Company to alocation that is more than 40 miles distant from Executive’s present work location for theCompany; or               (iv) the failure of any successor to the Company to confirm in writingits assumption of the Company’s obligations under this Agreement.          (c) a termination for “Cause” means Executive’s termination based upon (1)Executive’s theft, dishonesty, misconduct, breach of fiduciary duty, or falsification of anyCompany documents or records; (2) Executive’s material failure to abide by the Company’s code ofconduct or other policies (including, without limitation, policies relating to confidentiality andreasonable workplace conduct); (3) Executive’s unauthorized use, misappropriation, destruction ordiversion of any tangible or intangible asset or corporate opportunity of the Company (including,without limitation, Executive’s improper use or disclosure of the Company’s confidential orproprietary information); (4) any intentional act by the Executive that has a material detrimentaleffect on the Company’s reputation or business; (5) Executive’s repeated failure or inability toperform any reasonable assigned duties after written notice from the Company of, and a reasonableopportunity to cure, such failure or inability; (6) Executive’s conviction (including any plea ofguilty or nolo contendere) for any criminal act that impairs Executive’s ability to perform hisduties for the Company.     2. Termination Without Cause. In the event that Executive is terminated withoutCause more than three months prior to, or more than one year after, an Ownership Change Event, andif at that time Executive signs (and does not revoke) a general release of known and unknownclaims in a form satisfactory to the Company, Executive will receive the following:          (a) a lump sum severance payment equivalent to twelve (12) months’ basesalary at Executive’s final base salary rate, payable within ten (10) business days followingthe effective date of the aforementioned general release of claims; such severance payment willbe subject to applicable withholding; and          (b) payment of the premiums necessary to continue Executive’s group healthinsurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’stermination date, or (ii) the date on which Executive first becomes eligible to obtain othergroup health insurance coverage; thereafter, Executive may elect to purchase continued grouphealth insurance coverage at his own expense in accordance with COBRA.     3. Termination Without Cause or Resignation for Good Reason Due to an Ownership Change Event.In the event that Executive is terminated without Cause or resignsfor Good Reason within three months of, or within 1 year following, an Ownership Change Event,
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and if at that time Executive signs (and does not revoke) a general release of known andunknown claims in a form satisfactory to the Company, Executive will receive the following:          (a) a lump sum severance payment equivalent to twelve (12) months’ basesalary at Executive’s final base salary rate, payable within ten (10) business days following theeffective date of the aforementioned general release of claims; such severance payment will besubject to applicable withholding; and          (b) payment of the premiums necessary to continue Executive’s group healthinsurance coverage under COBRA until the earlier of (i) twelve (12) months following Executive’stermination date, or (ii) the date on which Executive first becomes eligible to obtain other grouphealth insurance coverage; thereafter, Executive may elect to purchase continued group healthinsurance coverage at his own expense in accordance with COBRA.          (c) immediate vesting in one hundred percent (100%) of his then unvestedCompany stock and Company stock options.All Company stock options, to the extent unexercised and exercisable by the Executive on thedate on which the Executive’s employment is terminated pursuant to this Section 3, may beexercised by the Executive within six (6) months (or such other longer period of time asdetermined by the Board, in its sole discretion) after the date on which the Executive’semployment terminated, but in any event no later than the option expiration date.     4. Voluntary Termination. In the event that Executive resigns from his employmentwith the Company at any time (other than a resignation for Good Reason), or in the event thatExecutive’s employment terminates at any time as a result of his death or disability (meaningExecutive is unable to perform his duties for any consecutive six (6) month period, with orwithout reasonable accommodation, as a result of a physical and/or mental impairment), Executivewill be entitled to no compensation or benefits from the Company other than those earned throughthe date of Executive’s termination. Executive agrees that if he resigns from his employment withthe Company, he will provide the Company with 20 calendar days’ written notice of suchresignation. The Company may, in its sole discretion, elect to waive all or any part of suchnotice period and accept the Executive’s resignation at an earlier date.All Company stock options, to the extent unexercised and exercisable by the Executive on thedate on which the Executive’s resigns or his employment is terminated pursuant to this Section4, may be exercised by the Executive within three (3) months (or such other longer period oftime as determined by the Board, in its sole discretion) after the date on which the Executive’semployment terminated, but in any event no later than the option expiration date.     5. Termination for Cause. If Executive’s employment is terminated by the Companyat any time for Cause as defined above in paragraph 1, Executive will be entitled to nocompensation or benefits from the Company other than those earned through the date of histermination for Cause.     6. Modification To Comply With Section 409A. The parties intend that thepayments and benefits provided to Executive pursuant to this Agreement be paid in compliance withSection 409A of the Code so that no excise tax is incurred under Section 409A. The parties agreeto modify this Agreement, the timing (but not the amount(s)) of the payments or benefits providedherein, or both, to the extent necessary to comply with Section 409A.     7. At-Will Employment. Notwithstanding anything contained in this Agreement, theparties acknowledge and agree that Executive’s employment with the Company is and shallcontinue to be “at-will.”
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     8. Dispute Resolution. In the event of any dispute or claim between the parties,including any claims relating to or arising out of this Agreement or the termination ofExecutive’s employment with the Company for any reason, Executive and the Company agree that allsuch disputes shall be fully resolved by binding arbitration conducted by the American ArbitrationAssociation (“AAA”) in Santa Clara County, under the AAA’s National Rules for the Resolution ofEmployment Disputes then in effect, which are available online at the AAA’s website atwww.adr.org. Executive and the Company each acknowledge and agree that they are waivingtheir respective rights to have any such disputes or claims tried by a judge or jury.     9. Notices. Notices and all other communications contemplated by this Agreementshall be in writing and shall be deemed to have been duly given when personally delivered or whenreceived if mailed by U.S. registered or certified mail, return receipt requested and postageprepaid. In the case of the Executive, mailed notices shall be addressed to the Executive at thehome address which the Executive most recently communicated to the Company in writing. In the caseof the Company, mailed notices shall be addressed to its corporate headquarters, and all noticesshall be directed to the attention of its Chief Financial Officer and General Counsel.     10. Successors.          (a) Company’s Successors. Any successor to the Company (whether direct orindirect and whether by purchase, lease, merger, consolidation, liquidation or purchase of all orsubstantially all of the Company’s business and/or assets) shall assume the Company’s obligationsunder this Agreement in writing and agree expressly to perform the Company’s obligations underthis Agreement in the same manner and to the same extent that the Company would be required toperform such obligations in the absence of a succession. For all purposes under this Agreement,the term “Company” shall include any successor to the Company’s business and/or assets whichexecutes and delivers the assumption agreement described in this subsection (a) or which becomesbound by the terms of this Agreement by operation of law.          (b) Executive’s Successors. Without the written consent of the Company, theExecutive shall not assign or transfer this Agreement or any right or obligation under thisAgreement to any other person or entity. Notwithstanding the foregoing, the terms of thisAgreement and all rights of the Executive hereunder shall inure to the benefit of, and beenforceable by, the Executive’s personal or legal representatives, executors, administrators,successors, heirs, distributees, devisees and legatees.     11. Miscellaneous Provisions.           (a) No Duty to Mitigate. The Executive shall not be required to mitigate theamount of any payment contemplated by this Agreement, nor shall any such payment be reduced by anyearnings that the Executive may receive from any other source.          (b) Modification/Waiver. No provision of this Agreement may be amended,modified, waived or discharged unless the amendment, modification, waiver or discharge is agreedto in writing and signed by the Executive and by an authorized officer of the Company (other thanExecutive). No waiver by either party of any breach of, or of compliance with, any condition orprovision of this Agreement by the other party shall be considered a waiver of any othercondition or provision or of the same condition or provision at another time.
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          (c) Integration. This Agreement constitutes the entire agreement andunderstanding between the parties regarding Executive’s retention and severance benefits, and itsupersedes all prior or contemporaneous agreements, whether written or oral, regarding thatsubject matter.          (d) Choice of Law. The validity, interpretation, construction and performanceof this Agreement shall be governed by the laws of the State of California.          (e) Severability. The invalidity or unenforceability of any provision orprovisions of this Agreement shall not affect the validity or enforceability of any otherprovision hereof, which shall remain in full force and effect.          (f) Employment Taxes. All payments made pursuant to this Agreement shallbe subject to withholding of applicable income and employment taxes.          (g) Counterparts. This Agreement may be executed in counterparts, each ofwhich shall be deemed an original, but all of which together will constitute one and the sameinstrument.THE PARTIES SIGNING BELOW HAVE READ THE FOREGOING AGREEMENT AND FULLY UNDERSTAND AND AGREE TO EACHAND EVERY PROVISION CONTAINED HEREIN.     Dated: April 14, 2008