IN THE
COURSE OF PERFORMING HIS OR HER DUTIES HEREUNDER UNDER THE COMPANY'S EXPENSE
REIMBURSEMENT POLICY APPLICABLE TO SIMILARLY SITUATED EMPLOYEES, UPON FURNISHING
APPROPRIATE DOCUMENTATION IN ACCORDANCE WITH SUCH POLICY AS IN EFFECT FROM TIME
TO TIME.
5.
EMPLOYMENT AT WILL; TERMINATION.
EMPLOYEE IS AN AT-WILL EMPLOYEE. EITHER PARTY MAY TERMINATE THIS AGREEMENT AND
EMPLOYEE'S EMPLOYMENT HEREUNDER AT ANY TIME BY GIVING WRITTEN NOTICE TO THE
OTHER PARTY SPECIFYING THE EFFECTIVE DATE OF THE TERMINATION. IN THE CASE OF
TERMINATION BY EMPLOYEE, THE EFFECTIVE DATE OF TERMINATION SHALL NOT BE LESS
THAN 30 DAYS AFTER THE NOTICE IS GIVEN, BUT THE COMPANY MAY ACCELERATE THE
EFFECTIVE DATE OF THE TERMINATION BY WRITTEN NOTICE TO EMPLOYEE, AND SUCH
ACCELERATED TERMINATION SHALL STILL BE DEEMED A TERMINATION BY EMPLOYEE.
6.
EFFECT OF TERMINATION. UPON TERMINATION
OF THIS AGREEMENT BY THE COMPANY OR BY EMPLOYEE, INCLUDING TERMINATION UPON THE
DEATH OR DISABILITY OF EMPLOYEE, THE RIGHTS AND OBLIGATIONS OF EMPLOYEE,
EMPLOYEE'S ESTATE AND THE COMPANY SHALL BE AS PROVIDED IN THIS SECTION 6.
(A)
COMPENSATION THROUGH TERMINATION DATE . IF
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY IS TERMINATED, WHETHER BY THE COMPANY OR
BY EMPLOYEE, AND INCLUDING ANY TERMINATION RESULTING FROM DEATH OR DISABILITY,
THE COMPANY (I) WILL PAY EMPLOYEE HIS OR HER BASE COMPENSATION PURSUANT TO
SECTION 3(A) THROUGH THE EFFECTIVE DATE OF TERMINATION, (II) WILL PAY EMPLOYEE
FOR VACATION ACCRUED BUT NOT TAKEN UNDER SECTION 3(C) IN ACCORDANCE WITH ITS
VACATION POLICY, AND (III) WILL REIMBURSE EMPLOYEE PURSUANT TO SECTION 4 FOR
EXPENSES INCURRED PRIOR TO THE EFFECTIVE DATE OF TERMINATION. EXCEPT AS
SPECIFICALLY PROVIDED IN THIS SECTION 6, THE COMPANY WILL HAVE NO OBLIGATION TO
PAY ANY SEVERANCE, SALARY, BENEFITS OR OTHER COMPENSATION OR DAMAGES AT OR AFTER
THE DATE OF TERMINATION.
(B)
SEVERANCE UPON TERMINATION WITHOUT CAUSE OR
FOR GOOD REASON. IF EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT
CAUSE OR BY EMPLOYEE WITH GOOD REASON, THEN, IN ADDITION TO THE AMOUNTS PAYABLE
UNDER SECTION 6(A), THE COMPANY WILL PAY EMPLOYEE OR EMPLOYEE'S ESTATE SEVERANCE
EQUAL TO TWELVE TIMES HIS OR HER BASE MONTHLY COMPENSATION UNDER SECTION 3(A) AS
IN EFFECT ON THE EFFECTIVE DATE OF TERMINATION.
(C)
ADDITIONAL SEVERANCE FOR BONUS. IF
SEVERANCE IS PAYABLE UNDER SECTION 6(B) AND IF EMPLOYEE RECEIVED A BONUS FROM
THE COMPANY IN RESPECT OF THE LAST FULL FISCAL YEAR ENDING PRIOR TO THE
EFFECTIVE DATE OF TERMINATION, THE COMPANY SHALL PAY TO EMPLOYEE OR EMPLOYEE'S
ESTATE ADDITIONAL SEVERANCE EQUAL TO THE GREATER OF (I) THE BONUS PAID TO
EMPLOYEE IN RESPECT OF SUCH LAST FULL FISCAL YEAR AND (II) THE AVERAGE OF THE
BONUSES PAID TO EMPLOYEE IN RESPECT OF EACH YEAR IN THE THREE-YEAR PERIOD ENDING
WITH SUCH LAST FULL FISCAL YEAR (OR IF EMPLOYEE HAD NOT BEEN EMPLOYED FOR ALL OF
THAT THREE-YEAR PERIOD, THE AVERAGE OF THE BONUSES PAID WITH RESPECT TO EACH
FULL FISCAL YEAR IN WHICH EMPLOYEE WAS EMPLOYED), IN EACH CASE, PRO RATED TO THE
EFFECTIVE DATE OF THE TERMINATION.
2
(D)
PAYMENT. ALL SEVERANCE