AND COMPLETE AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY
ON THE "AT WILL" NATURE OF THE EXECUTIVE'S EMPLOYMENT, WHICH MAY ONLY BE CHANGED
IN
2
AN EXPRESS WRITTEN AGREEMENT SIGNED BY THE EXECUTIVE AND A DULY AUTHORIZED
OFFICER OF THE COMPANY.
(B)
TERMINATION.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY
TIME AND FOR ANY REASON (OR NO REASON), AND WITH OR WITHOUT CAUSE, BY GIVING THE
EXECUTIVE NOTICE IN WRITING.
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT BY
GIVING THE COMPANY FOURTEEN (14) DAYS ADVANCE NOTICE IN WRITING.
THE
EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AUTOMATICALLY IN THE EVENT OF HIS DEATH
OR PERMANENT DISABILITY.
FOR PURPOSES OF THIS AGREEMENT, "PERMANENT DISABILITY"
SHALL MEAN THAT THE EXECUTIVE HAS BECOME SO PHYSICALLY OR MENTALLY DISABLED AS
TO BE INCAPABLE OF SATISFACTORILY PERFORMING THE DUTIES UNDER THIS AGREEMENT FOR
A PERIOD OF ONE HUNDRED EIGHTY (180) CONSECUTIVE CALENDAR DAYS.
(C)
RIGHTS UPON TERMINATION.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6, UPON
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS SECTION 5, THE
EXECUTIVE SHALL ONLY BE ENTITLED TO THE COMPENSATION, BENEFITS AND
REIMBURSEMENTS DESCRIBED IN SECTIONS 2, 3 AND 4 FOR THE PERIOD PRECEDING THE
EFFECTIVE DATE OF THE TERMINATION.
THE PAYMENTS UNDER THIS AGREEMENT SHALL
FULLY DISCHARGE ALL RESPONSIBILITIES OF THE COMPANY TO THE EXECUTIVE.
(D)
TERMINATION OF AGREEMENT.
THE TERMINATION OF THIS AGREEMENT SHALL NOT
LIMIT OR OTHERWISE AFFECT ANY OF THE EXECUTIVE'S OBLIGATIONS UNDER SECTION 7.
6.
TERMINATION BENEFITS.
(A)
GENERAL RELEASE.
ANY OTHER PROVISION OF THIS AGREEMENT NOTWITHSTANDING,
SUBSECTIONS (B), (C) OR (D) BELOW SHALL NOT APPLY UNLESS THE EXECUTIVE (I) HAS
EXECUTED A GENERAL RELEASE IN A FORM PRESCRIBED BY THE COMPANY OF ALL KNOWN AND
UNKNOWN CLAIMS THAT HE MAY THEN HAVE AGAINST THE COMPANY OR PERSONS AFFILIATED
WITH THE COMPANY, AND (II) HAS AGREED NOT TO PROSECUTE ANY LEGAL ACTION OR OTHER
PROCEEDING BASED UPON ANY OF SUCH CLAIMS.
(B)
TERMINATION WITHOUT CAUSE.
IF, DURING THE TERM OF THIS AGREEMENT, THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY REASON OTHER THAN CAUSE, AND NOT IN
CONNECTION WITH A CHANGE OF CONTROL AS ADDRESSED BY SUBSECTION (C) BELOW, THEN
THE COMPANY SHALL PAY THE EXECUTIVE, IN A LUMP SUM UPON THE EFFECTIVENESS OF THE
GENERAL RELEASE TO BE EXECUTED BY EXECUTIVE IN ACCORDANCE WITH SECTION 6(A)
ABOVE, AN AMOUNT EQUAL TO:
(I) THE THEN CURRENT YEAR'S TARGET BONUS PRORATED
FOR THE NUMBER OF DAYS OF EXECUTIVE IS EMPLOYED IN SAID YEAR; (II) TWENTY-FOUR
(24) MONTHS' BASE SALARY; AND (III) THE GREATER OF ONE HUNDRED FIFTY PERCENT
(150%) OF THE THEN CURRENT YEAR'S TARGET BONUS OR THE ACTUAL PRIOR YEAR'S
BONUS.
THE EXECUTIVE'S BASE SALARY SHALL BE PAID AT THE RATE IN EFFECT AT THE
TIME OF THE TERMINATION OF EMPLOYMENT.
(C)
UPON A CHANGE OF CONTROL. IN THE EVENT OF THE OCCURRENCE OF A CHANGE IN
CONTROL WHILE THE EXECUTIVE IS EMPLOYED BY THE COMPANY:
(I)
THE EXECUTIVE SHALL IMMEDIATELY VEST AS TO ALL SHARES UNDER ALL
OUTSTANDING OPTIONS AND RESTRICTED STOCK UNITS; AND
(II)
IF