Exhibit
10.45


SonicWALL,
Inc.


Retention
and Severance Agreement


For
Executive Officers




Adopted
April 20, 2004, Amended & Restated on the Effective Date




1.General





1.1Purpose.  The
purpose of this Agreement is to provide specified compensation and benefits to
the undersigned executive officer, ____________, (the “Executive”)
of the Company in the event of a Termination Upon Change of Control or a
Termination in Absence of Change of Control as an incentive to the Executive to
remain in the employment of the Company and to be focused and motivated to work
to maximize the value of the Company for the benefit of its
stockholders.





1.2At-Will
Employment.  This Agreement does not affect the “at-will”
nature of the Executive’s employment with the Company and, accordingly, the
Company or the Executive may terminate the Executive’s employment at any time
without notice and for any reason or no reason.  Subject to the terms
of any applicable written employment agreement between Company and the
Executive, this Agreement does not obligate the Company to continue to employ
the Executive for any specific period of time, or in any specific role or
geographic location.





1.3Release
of Claims and Timing of Payments.  Executive’s receipt of
payments and benefits under this Agreement is conditioned upon Executive signing
and not revoking an Agreement and Release of Claims in substantially the form
attached hereto as Exhibit
A (the “Release”) and subject to the Release becoming effective within
sixty (60) days following the termination of employment (the “Release Period”);
provided,
however, that the Executive shall not be required to release any rights
the Executive may have to be indemnified by the Company.  No severance
will be paid or provided until the Release becomes effective.  No
severance will be paid or provided unless the Release becomes effective during
the Release Period.  In the event the termination occurs on or after
November 1 of any year, any severance that would be considered Deferred
Compensation Separation Benefits (as defined in Section 5.1) will be paid on the
first payroll date to occur during the following calendar year, or such later
time as required by the payment schedule applicable to each payment or benefit)
or Section 5.1.





1.4Defined
Terms.  Capitalized terms used in this Agreement and not
defined in the text of this Agreement shall have the meanings set forth in
Section 6, unless the context clearly requires a different
meaning.





2.Termination
Upon Change of Control.  In the event of the Executive’s
Termination Upon Change of Control, the Executive shall be entitled to the
severance compensation described below.




2.1Prior
Obligations.  (Subsections 2.1.1 through 2.1.4 hereinafter
referred to as the “Prior
Obligations”)




2.1.1Accrued
Salary and Vacation.  All salary and accrued vacation earned
through the Termination Date, less applicable federal and state
withholding.




2.1.2Accrued
Bonus Payment.  Lump sum payment of Executive’s target bonus
for the Company’s prior fiscal year to the extent that any such bonus was earned
and is unpaid on the Termination Date.




2.1.3Expense
Reimbursement.  Within ten (10) days of submission of proper
expense reports by the Executive, the Company shall reimburse the Executive for
all expenses incurred by the Executive, consistent with past practices, in
connection with the business of the Company prior to the Executive’s termination
of employment.




2.1.4Employee
Benefits.  Benefits, if any, under any 401(k) plan,
nonqualified deferred compensation plan, employee stock purchase plan and other
Company benefit plans under which the Executive may be entitled to benefits,
payable pursuant to the terms of such plans.


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 2.2Additional
Cash Severance Benefits.  Lump sum payment in an amount equal
to twelve (12) months of Base Salary plus twelve (12) months of Target Bonus for
the year of termination, less applicable federal and state
withholding.
  2.3Acceleration
of Equity Awards.


2.3.1Acceleration
Following Termination Upon Change of Control.  The vesting and
exercisability of all outstanding, unvested Equity Awards shall be accelerated,
such that (i) fifty (50%) percent of Executive’s outstanding Equity Awardsvest and accelerate if Executive has been continuously employed by the
Company for less than one year and (ii) one hundred (100%) percent of
Executive’s outstanding Equity Awards accelerate if Executive has been
continuously employed by the Company for one year or
longer.  Executive shall be entitled to exercise vested Options for
the period ending six (6) months following the Termination Date, but in no event
later than the expiration date of the Options.




2.3.2Acceleration
Following Non-assumption Upon Change of Control.  If there is a
Change of Control transaction in which outstanding Equity are not fully assumed
by, or replaced with fully equivalent substitute options or restricted stock of,
the Successor, then (1) the vesting and exercisability of all Equity Awards
shall be accelerated as to 100% of the shares subject thereto and (2) the
Company shall provide reasonable prior written notice to the Executive of
(a) the date any unexercised Options will terminate and (b) the period
during which the Executive may exercise the Options.  The Executive
shall be entitled to exercise the Options within the period ending six (6)
months following the Termination Date, but in no event later than the expiration
date of the Options.




2.4Extended
Insurance Benefits.  If the Executive elects coverage under the
Consolidated Budget Reconciliation Act of 1985 (“COBRA”),
the Company shall reimburse the Executive for COBRA premiums paid by Executive
to continue Company-paid health, dental and vision coverage at the same level of
coverage as was provided to the Executive and any of Executive’s dependents
immediately prior to the Termination Date for a period of twelve (12) months
following the Termination Date.  The date of the “qualifying event”
for the Executive and any dependents shall be the Termination
Date.




3.Termination
in Absence of Change of Control.  In the event of the
Executive’s Termination in Absence of Change of Control, the Executive shall be
entitled to the severance compensation described below.




3.1Prior
Obligations.  Payment of the Prior Obligations described in
subsection 2.1 above.




3.2Additional
Cash Severance Benefits.  Six (6) months Base Salary and Target
Bonus for the year of termination, payable in accordance with the Company’s
normal payroll practice, less applicable federal and state
withholding.




3.3Equity
Awards Following Termination in Absence of Change of
Control.  The vesting of all outstanding, unvested Equity
Awards shall cease on the Termination Date.  The Executive shall be
entitled to exercise any Options within the period ending three (3) months
following the Termination Date, but in no event later than the expiration date
of the Options.




3.4Extended
Insurance Benefits.




3.4.1Benefit
Continuation.  If the Executive elects coverage under the
Consolidated Budget Reconciliation Act of 1985 (“COBRA”),
the Company shall reimburse the Executive for COBRA premiums paid by Executive
to continue Company-paid health, dental and vision coverage at the same level of
coverage as was provided to the Executive and any of Executive’s dependents
immediately prior to the Termination Date for a period of six (6) months
following the Termination Date.  The date of the “qualifying event”
for the Executive and any dependents shall be the Termination
Date.




3.4.2Coverage
Under Another Plan.  Notwithstanding the preceding provisions
of this subsection 3.4, in the event the Executive becomes covered as a primary
insured (that is, not as a beneficiary under a spouse’s or partner’s plan) under
another employer’s group health plan during the period provided for herein, the
Executive promptly shall inform the Company and the Company shall cease
provision of continued group health insurance for the Executive and any
dependents.




4.Federal
Excise Tax Under Section 280G


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 4.1Reduction
of Benefits.  In the event that the severance and other
benefits provided for in this Agreement or otherwise payable to Executive
(a) constitute “parachute payments” within the meaning of Section 280G of
the Internal Revenue Code of 1986, as amended (the “Code”)
and (b) would be subject to the excise tax imposed by Section 4999 of the
Code, then such severance and other benefits shall either (i) delivered in
full, or (ii) delivered as to such lesser extent which would result in no
portion of such severance and other benefits being subject to excise tax under
Section 4999 of the Code, whichever of the foregoing amounts, taking into
account the applicable federal, state and local income and employment taxes and
the excise tax imposed by Section 4999, results in the receipt by Executive, on
an after-tax basis, of the greatest amount of benefits,notwithstanding
that all or some portion of such benefits may be taxable under Section 4999 of
the Code.  Any reduction in payments and/or benefits required by this
Section 3(f) shall occur in the following order: (1) reduction of cash payments;
and (2) reduction of other benefits paid to Employee.  In the event
that acceleration of vesting of equity awards is to be reduced, such
acceleration of vesting shall be cancelled in the reverse order of the date of
grant for Employee’s equity awards.




4.2Determination
by Independent Public Accountants.  Unless the Company and the
Executive otherwise agree in writing, any determination required under this
Section 4 shall be made in writing by a national “Big Four” accounting firm
selected by the Company or such other person or entity to which the parties
mutually agree (the “Accountants”), whose determination will be conclusive and
binding upon Employee and the Company for all purposes.  For purposes
of making the calculations required by this Section 4, the Accountants may rely
on reasonable, good faith interpretations concerning the application of Sections
280G and 4999 of the Code.  The Company and the Executive shall
furnish to the Accountants such information and documents as the Accountants may
reasonably request in order to make the required determinations.  The
Company shall bear all fees and expenses the Accountants may reasonably charge
in connection with the services contemplated by this Section
4.




5.Section
409A




5.1Notwithstanding
anything to the contrary in this Agreement, if Executive is a “specified
employee” within the meaning of Section 409A at the time of Executive’s
termination, then, if required, the severance and benefits payable to Executive
pursuant to this Agreement (other than due to death), if any, and any other
severance payments or separation benefits which may be considered deferred
compensation under Section 409A (together, the “Deferred Compensation Separation
Benefits”), which otherwise are due to Executive on or within the six (6) month
period following Executive’s termination shall accrue during such six (6) month
period and shall becomepayable
in a lump sum payment on the date six (6) months and one (1) day following the
date of Executive’s termination of employment or the date of Executive’s death,
if earlier.  All subsequent Deferred Compensation Separation Benefits,
if any, shall be payable in accordance with the payment schedule applicable to
each payment or benefit.




5.2Any
amount paid under this Agreement that qualifies as a payment made as a result of
an involuntary separation from service pursuant to Section 1.409A-1(b)(9)(iii)
of the Treasury Regulations that does not exceed the Section 409A Limit (as
defined below) shall not constitute Deferred Compensation Separation Benefits
for purposes of subsection 5.1 above.




5.3The
foregoing provisions are intended to comply with the requirements of Section
409A so that none of the severance payments and benefits to be provided
hereunder shall be subject to the additional tax imposed under Section 409A, and
any ambiguities herein shall be interpreted to so comply.  Executive
and the Company agree to work together in good faith to consider amendments to
this Agreement and to take such reasonable actions which are necessary,
appropriate or desirable to avoid imposition of any additional tax or income
recognition prior to actual payment to Executive under Section
409A.




6.Definitions




6.1Capitalized
Terms Defined.  Capitalized terms used in this Agreement shall
have the meanings set forth in this Section 6, unless the context clearly
requires a different meaning.




6.2“Base
Salary” means the Executive’s base salary then in effect immediately
preceding any Change of Control, or in the absence of Change of Control,
immediately preceding the Termination Date.  For avoidance of doubt,
Base Salary shall give effect to any salary reduction, whether or not
voluntary.




6.3“Cause”
means:


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 (a)willful
and material failure to follow the lawful written directions of the Board of
Directors; provided
that no termination for Cause shall occur unless the Executive: (i) has
been provided with notice of the Company’s intention to terminate the Executive
for Cause, and (ii) has had at least 30 days to cure or correct Executive’s
behavior; or
  (b)engagement
in gross misconduct which is materially detrimental to the Company; provided
that no termination for Cause shall occur unless the Executive: (i) has
been provided with notice of the Company’s intention to terminate the Executive
for Cause, and (ii) has had at least 30 days to cure or correct his or her
behavior; or
  (c)willful
and repeated failure or refusal to comply in any material respect with the terms
of the Company’s Assignment and Confidentiality Agreement, the Company’s insider
trading policy, or any other reasonable policies of the Company where
non-compliance would be materially detrimental to the Company; provided
that no termination for Cause shalloccur unless the Executive:
(i) has been provided with notice of the Company’s intention to terminate
the Executive for Cause, and (ii) has had at least 30 days to cure or
correct his or her behavior;
  (d)an act or
acts of dishonesty undertaken by Executive and intended to result in Executive’s
substantial gain or personal enrichment at the expense of the Company;
or




(e)commission
of any felony, fraud or other unlawful or criminal act involving moral turpitude
which the Board of Directors reasonably believes would reflect adversely on the
Company.




6.4“Change
of Control” means:





(a)any
“person” (as such term is used in Sections 13(d) and 14(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), other than a trustee or other fiduciary holding securities of the
Company under an employee benefit plan of the Company, becomes the “beneficial
owner” (as defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company representing 50% or more of
(A) the outstanding shares of common stock of the Company or (B) the
combined voting power of the Company’s then-outstanding
securities;




(b)the
Company is party to a merger or consolidation, or series of related
transactions, which results in the voting securities of the Company outstanding
immediately prior thereto failing to continue to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) at least fifty (50%) percent of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately after
such merger or consolidation;




(c)the sale,
lease or other disposition of all or substantially all of the Company’s assets
(or consummation of any transaction, or series of related transactions, having
similar effect);




(d)as a
result of a transaction as described in subsections 6.4(a), 6.4(b) or 6.4(c)
above, there occurs a change in the composition of the Board of Directors of the
Company within a two-year period after such transaction whereby fewer than a
majority of the directors remain as Incumbent Directors;




(e)the
dissolution or liquidation of the Company; or




(f)any
transaction or series of related transactions that has the substantial effect of
any one or more of the foregoing.




6.5“Company”
means SonicWALL, Inc., and, following a Change of Control, any
Successor.




6.6“Equity
Awards” means any Options or Restricted Stock granted or issued to the
Executive prior to the Change of Control, for purposes of subsection 2.3, or
prior to the Termination Date, for purposes of subsection
3.3.




6.7“Good
Reason” means the occurrence of any of the following conditions, without
the Executive’s informed written consent:


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 (a)assignment
to the Executive of a title, position, responsibilities or duties that are
materially less than the title position, responsibilities and duties which the
Executive occupied immediately preceding any termination of
employment;
  (b)a
reduction in the Executive’s Base Salary or Target Bonus or a material reduction
in the kind or level of benefits generally provided to an employee of
Executive’s rank and seniority, other than in connection with a general
reduction in compensation effected by the Company and applicable to other
similarly situated employees;
  (c)the
Company’s requiring the Executive (i) to be based at any office or location
more than fifty (50) miles from the office where the Executive was employed
immediately preceding the Change of Control, or (ii) to travel on Company
business to a substantially greater extent than required immediately preceding
the Change of Control; or
  (d)any
material breach by the Company of the terms of this Agreement, including but not
limited to the failure by the Company to require a Successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company to assume
expressly and agree to perform the Company’s Change of Control obligations, as
if no such succession had taken place.


6.8“Incumbent
Director” shall mean a director who either (1) is a director of the
Company as of the Effective Date, or (2) is elected, or nominated for
election, to the Board of Directors of the Company with the affirmative votes of
at least a majority of the directors of the Company at the time of such election
or nomination who were themselves elected, or nominated forelection, to
the Board of Directors of the Company with the affirmative votes of at least a
majority of the directors of the Company at the time of his or her election or
nomination, provided
that in no event shall any director be deemed to be an Incumbent Director if
such director was elected or nominated in connection with an actual or
threatened proxy contest relating to the election of directors to the
Company.




6.9“Option”
or “Options”
means a stock option or stock options to purchase shares of the Company’s common
stock.




6.10“Permanent
Disability” means that:




(a)the
Executive has been incapacitated by bodily injury, illness or disease so as to
be prevented thereby from engaging in the performance of the Executive’s
duties;




(b)such
total incapacity shall have continued for a period of six (6) consecutive
months; and




(c)such
incapacity will, in the opinion of a qualified physician, be permanent and
continuous during the remainder of the Executive’s life.




6.11“Restricted
Stock” means shares of the Company’s Common Stock subject to a right of
repurchase or forfeiture in favor of the Company.




6.12“Successor”
means the Company as defined above and any successor or assign to substantially
all of its business and/or assets.




6.13“Target
Bonus” means the Executive’s annual target bonus opportunity payable upon
deemed achievement of 100% of applicable performance
criteria.




6.14“Termination
in Absence of Change of Control” means any termination of the Executive’s
employment by the Company without Cause that occurs (a) prior to the date
that the Company first publicly announces it has reached a definitive agreement
that would result in a Change of Control, (b) after the Company announces
that it has terminated any such definitive agreement and does not thereafter
enter into discussions that lead to such a definitive agreement, or
(c) more than twelve (12) months following a Change of
Control.  Notwithstanding the foregoing, the term “Termination in
Absence of Change of Control” shall not include any termination of the
Executive’s employment (1) by the Company for Cause; (2) by the
Company as a result of Executive’s Permanent Disability; (3) as a result of
Executive’s death; or (4) as a result of the Executive voluntary
terminating Executive’s employment with the Company.


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 6.15“Termination
Date” means the effective date of any termination of Executive’s
employment with the Company.
  6.16“Termination
Upon Change of Control” means:
  (a)any
termination of the employment of the Executive by the Company without Cause
during the period commencing on or after the date that the Company first
publicly announces a definitive agreement that would result in a Change of
Control (even though still subject to approval by the Company’s stockholders and
other conditions and contingencies) and ending on the date which is twelve (12)
months following a Change of Control; or
  (b)any
resignation by the Executive for Good Reason where (i) such Good Reason
occurs during the period commencing on or after the date that the Company first
publicly announces a definitive agreement that would result in a Change of
Control (even though still subject to approval by the Company’s stockholders and
other conditions and contingencies) and ending on the date which is twelve (12)
months following the Change of Control, and (ii) such resignation occurs
within six (6) months following the occurrence of such Good
Reason.
  Notwithstanding
the foregoing, the term “Termination Upon Change of Control” shall not include
any termination of Executive’s employment (1) by the Company for Cause;
(2) by the Company as a result of Executive’s Permanent Disability;
(3) as a result of Executive’s death; or (4) as a result of
Executive’s voluntary termination of Executive’s employment with the Company
other than for Good Reason.
  7.Proprietary
and Confidential Information.  Executive’s receipt of the
payments and benefits described in this Agreement are conditioned upon the
Executive’s acknowledgment of Executive’s continuing obligation under, and
Executive’s agreement to abide by the terms and conditions of, the Company’s
confidentiality and/or proprietary rights agreement between the Executive and
the Company.




8.Non-Solicitation
and Non-Competition




8.1Agreement
Not to Solicit.  In addition to, and not in limitation of, any
of Executive’s obligations under any employmentoffer
letter or agreement or employee invention assignment or confidentiality
agreement, if any, between Executive and the Company, Executive agrees that
during the period commencing on the Effective Date and ending on the latest to
occur of: (i) one (1) year from the Effective Date and (ii) one (1)
year from the Termination Date, provided the Company performs its obligations to
deliver the payments and benefits set forth in Section 2 of the Agreement,
then Executive will not directly or indirectly solicit or attempt to solicit
away employees or consultants of the Company for Executive’s own benefit or for
the benefit of any other person or entity.




Notwithstanding
the foregoing provisions of this subsection 8.1, nothing shall prevent the
Executive from owning a passive investment of less than 1% of the outstanding
shares of the capital stock of a publicly-held corporation if Executive is not
otherwise associated directly or indirectly with such corporation or any
affiliate of such corporation or from owning a passive investment of less than a
1% interest in a venture capital fund.




8.2Continuation
of Benefits; Transition Services.  If Company performs its
obligations to deliver the severance benefits set forth in Section 2 of the
Agreement, then for sixty (60) days after the Executive’s Termination Upon
Change of Control, to the maximum extent enforceable by law, the Executive will
provide reasonable transition services as requested by the
Company.




9.Interpretation.  The
Executive and the Company agree that this Agreement shall be interpreted in
accordance with and governed by the laws of the State of California as applied
to contracts entered into and entirely to be performed within that
state.




10.Conflict
in Benefits; Noncumulation of Benefits




10.1No
Limitation of Regular Benefit Plans.  Except as provided in
subsection 10.2 below, this Agreement is not intended to and shall not affect,
limit or terminate any plans, programs, or arrangements of the Company that are
regularly made available to a significant number of employees or officers of the
Company, including without limitation the Company’s stock option
plans.


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 10.2Noncumulation
of Benefits.  The Executive may not cumulate cash severance
payments, stock options vesting and/or restricted stock vesting under both this
Agreement and another plan or policy of the Company.  If the Executive
has any other binding written agreement with the Company which provides that
upon a Change of Control or termination of employment the Executive shall
receive Change of Control or termination benefits, then Executive must waive
Executive’s rights to such benefits prior to execution of this
Agreement.
  11.Successors
and Assigns
  11.1Successors
of the Company.  The Company will require any Successor or
assign (whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business and/or assets of the
Company, expressly, absolutely and unconditionally to assume and agree to
perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it if no such succession or assignment had
taken place.  Failure of the Company to obtain such agreement shall be
a material breach of this Agreement.
  11.2No
Assignment of Rights.  The interest of the Executive in this
Agreement or in any distribution to be made under this Agreement may not be
assigned, pledged, alienated, anticipated, or otherwise encumbered (either at
law or in equity) and shall not be subject to attachment, bankruptcy,
garnishment, levy, execution, or other legal or equitable
process.  Any act in violation of this subsection 11.2 shall be
void.
  11.3Heirs
and Representatives of the Executive.  This Agreement shall
inure to the benefit of and be enforceable by the Executive’s personal and legal
representatives, executors, administrators, successors, heirs, distributees,
devises and legatees.
 12.Notices.  For
purposes of this Agreement, notices and all other communications provided for in
this Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, as follows:


If
to the
Company:              SonicWall,
Inc.
 1143
Borregas Ave.
 Sunnyvale,
CA 94089
 Attn:
General
Counsel




and if to
the Executive at the address specified by the Executive.  Either party
may provide the other with notices of change of address, which shall be
effective upon receipt.




13.No
Representation.  The Executive acknowledges that in entering
into this Agreement, the Executive is not relying and has not relied on any
promise, representation or statement made by or on behalf of the Company which
is not set forth in this Agreement.




14.Modification
and Amendment.  At any time after the Effective Date of this
Agreement and prior to the date thirty (30) days before the earlier of
(1) the date that the Company first publicly announces it is conducting
negotiations leading to a Change of Control, or (2) the date that the
Company enters into a definitive agreement that would result in a Change of
Control (even though still subject to approval by the Company’s stockholders and
other conditions and contingencies), the Board of Directors of the Company shall
have the right to amend, suspendor
terminate this Agreement at any time and for any
reason.  Notwithstanding the preceding sentence, however, no amendment
or termination of this Agreement shall reduce the Executive’s rights or benefits
under this Agreement if the Executive was employed by the Company before the
date the amendment is adopted or this Agreement is terminated, as
appropriate.




15.Validity




15.1Invalid
Provisions.  If any one or more of the provisions (or any part
thereof) of this Agreement shall be held invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of the remaining
provisions (or any part thereof) shall not in any way be affected or impaired
thereby.




15.2Execution
by Company Executive Officer or Director.  This Agreement and
any modifications or amendments shall require the approval of the Board of
Directors of the Company.


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16.Effective
Date; Term of Agreement




16.1Effective
Date.  The Effective Date of this Agreement is the date last
signed below.




16.2Term
of Agreement.  The term of this Agreement shall commence on the
Effective Date and continue until such time as all of the obligations of the
parties hereto with respect to this Agreement have been
satisfied.






IN
WITNESS WHEREOF, each of the parties has executed this Agreement, in the case of
the Company by its duly authorized officer.




SonicWALL,
INC.




Date:
__________________, 2008






EXECUTIVE




Date:
__________________, 2008




Page 8
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EXHIBIT
A




RELEASE
OF CLAIMS




THIS
RELEASE OF CLAIMS (“Release”)
is between ____________ (“Executive”)
and SonicWALL, Inc. (the “Company”),
a [____________] corporation.




1.Payment
of Separation Benefits.  Executive hereby understands and
agrees that Executive’s employment with the Company has
terminated.  The Company has agreed that if Executive chooses to sign
this Release on or after Executive’s last day of employment, the Company will
provide Executive separation benefits (the “Separation
Benefits”) pursuant to the Company’s Retention and Severance Agreement
for Executive Officers (the “Agreement”).  Executive
understands that Executive is not entitled to these Separation Benefits unless
Executive signs this Release.  Executive agrees to waive or terminate
Executive’s rights to any cash severance or option or restricted stock
acceleration or continued vesting under any agreement other than the Agreement
(whether written or oral).  This Release and the Agreement contain the
entire understanding of the Company and Executive with respect to cash severance
or option or restricted stock acceleration or continued vesting and supersede
any prior agreements with respect to these matters.  Executive
understands that in addition to the Separation Benefits and regardless of
whether Executive signs this Release, the Company will pay Executive all of
Executive’s accrued salary and vacation earned through Executive’s date of
termination.




2.Release.




(a)Executive
and his respective heirs, executors, successors and assigns, hereby fully and
forever release each other and their respective heirs, executors, successors,
agents, officers and directors, from and agree not to sue concerning, any and
all claims, actions, obligations, duties, causes of action, whether now known or
unknown, suspected or unsuspected, that either of them may possess based upon or
arising out of any matter, cause, fact, thing, act, or omission whatsoever
occurring or existing at any time prior to and including the date of Executive’s
termination of employment (collectively, the “Released
Matters”), as follows:




(i)any and
all claims relating to or arising from Executive’s employment relationship with
the Company and the termination of that relationship;




(ii)any and
all claims relating to, or arising from, Executive’s right to purchase, or
actual purchase of, shares of stock of the Company, including, without
limitation, any claims of fraud, misrepresentation, breach of fiduciary duty,
breach of duty under applicable state corporate law, and securities fraud under
any state or federal law;




(iii)any and
all claims for wrongful discharge of employment; termination in violation of
public policy; discrimination; breach of contract, both express and implied;
breach of a covenant of good faith and fair dealing, both express and implied or
promissory estoppel;




(iv)any and
all claims for violation of any federal, state or municipal statute, including,
but not limited to, Title VII of the Civil Rights Act of 1964, the Civil rights
Act of 1991, the Age Discrimination in Employment Act of 1967, the Americans
with Disabilities Act of 1990, the Fair Labor Standards Act, the Employee
Retirement Income Security Act of 1974, the Worker Adjustment and Retraining
Notification Act, Older Workers Benefit Protection Act, and the California Fair
Employment and Housing Act, and Labor Code section 201, et.
seq.;




(v)any and
all claims for violation of the federal, or any state,
constitution;




(vi)any and
all claims arising out of any other laws and regulations relating to employment
or employment discrimination; and




(vii)any and
all claims for attorneys’ fees and costs.


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 This
Release does not extend to, and does not result in, a waiver or release of any
of the following: (a) any claim by Executive for workers’ compensation or
unemployment benefits; (b) Executive’s rights to indemnity under any
indemnity agreement signed by the parties, as well as under Labor Code section
2802; and (c) all rights and benefits to which Executive is entitled under
the Agreement.


(b)Executive
and the Company acknowledge that they have been advised by legal counsel and are
familiar with Section 1542 of the Civil Code of the State of California, which
states:




A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO
EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM
MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.




Executive
expressly waives any right or benefit that he has or may have under Section 1542
of the California Civil Code or any similar provision of the statutory or
non-statutory law of any other jurisdiction, including Delaware.




3.Acknowledgment
of Waiver of Claims under ADEA.  Executive acknowledges that
Executive is waiving and releasing any rights Executive may have under the Age
Discrimination in Employment Act of 1967 (“ADEA”)
and that this waiver and release is knowing and voluntary.  Executive
and the Company agree that this waiver and release does not apply to any rights
or claims that may arise under ADEA after the Effective Date (defined below) of
this Release, Executive acknowledges that the consideration given for this
Release in addition to anything of value to which Executive was already
entitled.  Executive further acknowledges that Executive has been
advised by this writing that:




(a)Executive
should consult with an attorney prior to executing this
Release;




(b)Executive
has at least twenty-one (21) days within which to consider this Release,
although Executive may accept the terms of this Release at any time within those
21 days;




(c)Executive
has at least seven (7) days following the execution of this Release by the
parties to revoke this Release; and




(d)This
Release will not be effective until the revocation period has expired (the
“Effective
Date”).




4.Indemnity
and Employee Invention Agreement.  Executive and the Company
agree that all rights and obligations of the parties under any indemnity
agreement between the parties and under any invention assignment and
confidentiality agreement will continue in effect.




5.Voluntary
Execution of Agreement.  This Release is executed voluntarily
and without any duress or undue influence on the part or behalf of the parties
hereto, with the full intent of releasing all claims.  The parties
acknowledge that:




(a)they have
read this Release;




(b)they have
been represented in the preparation, negotiation, and execution of this Release
by legal counsel of their own choice or that they have voluntarily declined to
seek such counsel;




(c)they
understand the terms and consequences of this Release and of the releases it
contains;




(d)they are
fully aware of the legal and binding effect of this Release.


Page 10
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EXECUTIVE
HAS CONSULTED WITH AN ATTORNEY BEFORE SIGNING THIS RELEASE AND UNDERSTANDS THAT,
BY SIGNING THIS RELEASE, EXECUTIVE IS GIVING UP ANY LEGAL CLAIMS EXECUTIVE HAS
AGAINST THE COMPANY EXCEPT AS SET FORTH IN THE AGREEMENT.  EXECUTIVE
FURTHER ACKNOWLEDGES THAT EXECUTIVE DOES SO KNOWINGLY, WILLINGLY, AND
VOLUNTARILY IN EXCHANGE FOR THE BENEFITS DESCRIBED IN THE
AGREEMENT.





President
      and Chief Executive Officer:
              
              Executive:(Name)
              
              (Name)Date:
              
              
              Date:




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