PROVIDE TO EXECUTIVE ALL ACCRUED
BUT UNPAID BASE SALARY OR PRIOR BONUS EARNED OR ACCRUED THROUGH THE DATE OF
TERMINATION AND ANY BENEFITS REFERRED TO IN SECTION 1.5 BELOW, INCLUDING ACCRUED
BUT UNUSED VACATION (COLLECTIVELY, THE "ACCRUED OBLIGATIONS").
(II)
EFFECT OF TERMINATION WITHOUT CAUSE OR FOR GOOD REASON.
IN THE
EVENT THAT EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE, OR
EXECUTIVE RESIGNS HER EMPLOYMENT FOR GOOD REASON, THEN, SUBJECT TO EXECUTIVE'S
EXECUTION AND NON-REVOCATION OF A RELEASE OF ALL CLAIMS MUTUALLY ACCEPTABLE TO
EXECUTIVE AND COMPANY IN A FORM PREPARED BY THE COMPANY AND REASONABLY
ACCEPTABLE TO EXECUTIVE WITHIN TEN (10) DAYS OF THE TERMINATION OF HER
EMPLOYMENT (THE "RELEASE"), EXECUTIVE SHALL BE ENTITLED TO THE FOLLOWING LUMP
SUM PAYMENTS AND EMPLOYEE BENEFITS (BUT NO OTHERS) WITHIN TEN (10) DAYS OF
TERMINATION:
(A) EXECUTIVE'S BASE SALARY FOR SIX (6) MONTHS FOLLOWING THE DATE
OF TERMINATION (OR, IF APPLICABLE, THE DATE THE AGREEMENT EXPIRES WITHOUT
RENEWAL FOR A RENEWAL TERM); (B) A YEARLY BONUS, PRORATED BASED ON THE NUMBER OF
DAYS OF EXECUTIVE'S SERVICE DURING SUCH FISCAL YEAR TO THE EXTENT THE GOALS
ESTABLISHED BY THE COMMITTEE APPLICABLE TO SUCH BONUS ARE ATTAINED, TREATING ANY
PERSONAL PERFORMANCE CRITERIA APPLICABLE TO THE BONUS AS MAXIMALLY ATTAINED
(SUCH PRORATED YEARLY BONUS TO BE PAID AT THE TIME THAT WOULD HAVE APPLIED HAD
EXECUTIVE'S EMPLOYMENT HEREUNDER CONTINUED) (THE "PRO RATA BONUS"); (C) PAYMENT
IN A LUMP SUM OF ANY ACCRUED BUT UNPAID YEARLY BONUS FOR PERFORMANCE IN THE
FISCAL YEAR ENDED PRIOR TO THE TERMINATION DATE (ANY SUCH BONUS, A "PRIOR
BONUS"); AND (D) THE ACCRUED OBLIGATIONS.
(III)
TERMINATION DUE TO DEATH.
IN THE EVENT OF A TERMINATION OF
EXECUTIVE'S EMPLOYMENT AS A RESULT OF HER DEATH, THEN EXECUTIVE'S BENEFICIARIES
(OR HER ESTATE, IF THERE ARE NO BENEFICIARIES) SHALL NOT BE ENTITLED TO ANY
COMPENSATION PAYMENTS OR EMPLOYEE BENEFITS FROM THE COMPANY EXCEPT THE ACCRUED
OBLIGATIONS, ANY PRIOR BONUS, AND ANY PRO RATA BONUS.
THE PAYMENT OF SUCH
BENEFITS TO EXECUTIVE'S BENEFICIARIES SHALL BE SUBJECT TO HER PERSONAL
REPRESENTATIVE'S EXECUTION (AND NON-REVOCATION) OF THE RELEASE WITHIN TEN
(10) DAYS OF EXECUTIVE'S DEATH.
3
(IV)
TERMINATION WITHOUT GOOD REASON.
IN THE EVENT EXECUTIVE
TERMINATES HER EMPLOYMENT OTHER THAN FOR GOOD REASON, THEN EXECUTIVE SHALL NOT
BE ENTITLED TO ANY PAYMENTS FROM THE COMPANY EXCEPT THE ACCRUED OBLIGATIONS AND
ANY PRIOR BONUS.
1.5
COMPENSATION AND BENEFITS.
1.5.1
BASE SALARY.
IN CONSIDERATION OF THE SERVICES RENDERED TO THE COMPANY
HEREUNDER BY EXECUTIVE AND EXECUTIVE'S COVENANTS HEREUNDER AND IN THE COMPANY'S
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT, THE COMPANY SHALL PAY
EXECUTIVE A SALARY AT THE MONTHLY RATE OF TWENTY THOUSAND US DOLLARS $17,917
$USD OR ANNUALLY TWO HUNDRED AND FIFTEEN THOUSAND US DOLLARS ($215,000 $USD
ANNUALIZED) (THE "BASE SALARY"), LESS STATUTORY DEDUCTIONS AND WITHHOLDINGS,
PAYABLE IN CASH (USD FUNDS) ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL
PRACTICES, BUT IN NO EVENT LESS FREQUENTLY THAN SEMI-MONTHLY.
THE COMPANY'S
BOARD OF DIRECTORS (THE "BOARD OF DIRECTORS") WILL REVIEW THE BASE SALARY AT
MINIMUM ANNUALLY, AND AFTER ANY UPWARD