BONUS FOR THE FISCAL YEAR IN WHICH THE TERMINATION DATE OCCURS, (B) ONE HUNDRED
PERCENT (100%) OF THE TARGET BONUS FOR ANY FULL FISCAL YEAR REMAINING DURING
THE
THEN APPLICABLE EMPLOYMENT TERM, AND (C) A PRO RATA PORTION OF ONE HUNDRED
PERCENT (100%) OF THE TARGET BONUS BEING PAID FOR THE FINAL FISCAL YEAR THAT
BEGINS DURING THE THEN APPLICABLE EMPLOYMENT TERM (SUCH PRO RATA AMOUNT WILL BE
BASED ON THE RATIO OF THE NUMBER OF FULL MONTHS OF THE THEN APPLICABLE
EMPLOYMENT TERM THAT FALL WITHIN SUCH FINAL FISCAL YEAR, TO 12); AND
(IV)
SUBJECT TO SECTION 5(A) WHICH SHALL BE APPLICABLE TO ANY SHARES PURCHASED
THROUGH EXECUTIVE'S EXERCISE OF STOCK OPTIONS, ONE HUNDRED PERCENT (100%) OF THE
EXECUTIVE'S UNVESTED STOCK OPTIONS, RESTRICTED STOCK, AND OTHER EQUITY AWARDS
SHALL BECOME FULLY VESTED, WHETHER SUCH STOCK OPTIONS, RESTRICTED STOCK, AND
OTHER EQUITY AWARDS WERE ACQUIRED BEFORE OR AFTER THE EFFECTIVE DATE OF THIS
AGREEMENT, ALL OF THE EXECUTIVE'S UNVESTED STOCK OPTIONS AND OTHER EQUITY AWARDS
SHALL BECOME FULLY VESTED, AND ALL STOCK OPTIONS THAT ARE VESTED AND OUTSTANDING
(BUT UNEXERCISED) ON THE TERMINATION DATE SHALL BE CANCELLED IN CONSIDERATION OF
THE COMPANY'S PAYMENT TO THE EXECUTIVE, AS SOON AS PRACTICABLE AFTER THE
TERMINATION DATE, OF AN AMOUNT EQUAL TO THE PRODUCT OF THE FOLLOWING:
4
(A)
THE EXCESS, IF ANY, OF (1) THE PER SHARE FAIR
MARKET VALUE, AS DETERMINED PURSUANT TO SECTION 5(A) ABOVE, OF THE SHARES
UNDERLYING THE CANCELLED STOCK OPTIONS, OVER (2) THE EXERCISE PRICE PER SHARE OF
THE COMPANY COMMON STOCK SUBJECT TO SUCH OPTION, MULTIPLIED BY
(B)
THE NUMBER OF SHARES OF COMPANY COMMON STOCK
THAT ARE SUBJECT TO THE STOCK OPTIONS BEING CANCELLED); AND
(V)
ALL OF THE EXECUTIVE'S BENEFITS UNDER SECTION 5(B) ABOVE WILL
CONTINUE FOR THE DURATION OF THE RESTRICTED TERM, AS THAT TERM IS DEFINED IN
SECTION 11(A) BELOW.
NOTWITHSTANDING THE FOREGOING, IF THE EXECUTIVE'S TERMINATION DATE OCCURS AFTER
OCTOBER 31ST OF ANY CALENDAR YEAR, THEN NO PAYMENT CONDITIONED ON SUCH RELEASE
SHALL BE MADE UNTIL JANUARY 2ND OF THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR
OF TERMINATION, EVEN IF THE RELEASE IS SIGNED AND ANY APPLICABLE REVOCATION
PERIOD CONCLUDES EARLIER.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 6(B), IF EXECUTIVE
VIOLATES THE PROVISIONS SET FORTH IN SECTION 11, EXECUTIVE NO LONGER SHALL BE
ENTITLED TO RECEIVE ANY CONSIDERATION OTHERWISE PAID PURSUANT TO THIS SECTION,
AND ANY UNEXERCISED STOCK OPTIONS, WHETHER VESTED OR UNVESTED, WILL BE
CANCELLED.
(C)
CHANGE IN CONTROL.
IF THERE IS A CHANGE IN CONTROL DURING THE THEN
APPLICABLE EMPLOYMENT TERM, AND EITHER A CONSTRUCTIVE TERMINATION OCCURS OR THE
COMPANY TERMINATES THE EXECUTIVE'S EMPLOYMENT WITHOUT BUSINESS REASONS PRIOR TO
THE THEN APPLICABLE EXPIRATION DATE (OR IF LATER, WITHIN A ONE-YEAR PERIOD
FOLLOWING THE CHANGE IN CONTROL) THEN SUBJECT TO SECTION 6(H) BELOW AND
EXECUTIVE SIGNING A GENERAL RELEASE OF CLAIMS AGAINST THE COMPANY AND ITS
SUCCESSORS AND SUCH RELEASE BECOMING IRREVOCABLE WITHIN SIXTY (60) DAYS OF THE
EXECUTIVE'S TERMINATION DATE, EXECUTIVE SHALL BE ENTITLED TO RECEIVE