(WITH SUCH
SUSPENSION ONLY APPLYING TO THE PORTION OF THE PAYMENT THAT WOULD CAUSE
VIOLATION OF THE LOAN OR SIMILAR FINANCIAL COVENANT).
THE COMPANY SHALL HAVE
THE OPPORTUNITY TO EXERCISE THIS REPURCHASE RIGHT ONLY WITHIN THE NINETY (90)
DAY PERIOD FOLLOWING THE EMPLOYEE'S TERMINATION OF EMPLOYMENT AND THE REPURCHASE
RIGHT SHALL EXPIRE IMMEDIATELY UPON AN INITIAL PUBLIC OFFERING OF THE COMPANY'S
STOCK.
THE REPURCHASE PRICE OF THE SHARES BEING REPURCHASED SHALL EQUAL THE
FAIR MARKET VALUE AS ESTABLISHED THROUGH AN INDEPENDENT VALUATION, BY A
VALUATION FIRM SELECTED BY THE BOARD.
(C)
OTHER EMPLOYEE BENEFITS.
DURING THE EMPLOYMENT TERM, THE EMPLOYEE
SHALL BE ENTITLED TO RECEIVE ALL BENEFITS PROVIDED TO EMPLOYEES OF THE COMPANY
GENERALLY FROM TIME TO TIME, INCLUDING HEALTH, LIFE INSURANCE AND DISABILITY,
AND ALL OTHER BENEFITS PROVIDED TO THE COMPANY'S
2
EMPLOYEES GENERALLY, IN EACH CASE SO LONG AS AND TO THE EXTENT THE SAME EXIST;
PROVIDED, THAT IN RESPECT TO EACH SUCH PLAN EMPLOYEE IS OTHERWISE ELIGIBLE AND
INSURABLE IN ACCORDANCE WITH THE TERMS OF SUCH PLANS.
(D)
VACATION, SICK LEAVE, HOLIDAYS AND SABBATICAL.
EMPLOYEE SHALL BE
ENTITLED TO PAID TIME OFF ("PTO"), SICK LEAVE, AND HOLIDAYS IN ACCORDANCE WITH
THE POLICIES OF THE COMPANY, AS THEY EXIST FROM TIME TO TIME.
PTO NOT USED
DURING ANY CALENDAR YEAR WILL NOT ROLL OVER TO THE FOLLOWING YEAR.
6.
TERMINATION PAY.
(A)
RESIGNATION OR TERMINATION FOR BUSINESS REASONS.
IF (I) EMPLOYEE
VOLUNTARILY TERMINATES HIS EMPLOYMENT, OTHER THAN AS A RESULT OF A CONSTRUCTIVE
TERMINATION (AS DEFINED BELOW), OR (II) THE COMPANY TERMINATES EMPLOYEE'S
EMPLOYMENT FOR BUSINESS REASONS, THEN IN ANY SUCH EVENT (A) ALL FURTHER VESTING
OF EMPLOYEE'S STOCK OPTIONS AND OTHER EQUITY ARRANGEMENTS, IF ANY, WILL CEASE
IMMEDIATELY AND SUCH AWARDS WILL EXPIRE IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT AND THE APPLICABLE AWARD AGREEMENT(S) TO THE EXTENT THEY ARE NOT
INCONSISTENT WITH THIS AGREEMENT, (B) ALL PAYMENTS OF COMPENSATION BY THE
COMPANY TO EMPLOYEE HEREUNDER WILL TERMINATE IMMEDIATELY, (C) EMPLOYEE WILL BE
PAID ALL ACCRUED BUT UNPAID PTO, EXPENSE REIMBURSEMENTS AND OTHER BENEFITS DUE
TO EMPLOYEE THROUGH HIS TERMINATION DATE UNDER ANY COMPANY-PROVIDED OR PAID
PLANS, POLICIES, AND ARRANGEMENTS, AND (D) EMPLOYEE WILL BE PAID ALL ACCRUED AND
UNPAID SALARY.
(B)
CONSTRUCTIVE TERMINATION OR TERMINATION WITHOUT BUSINESS REASONS.
IF AT ANY TIME DURING THE EMPLOYMENT TERM (I) EMPLOYEE TERMINATES HIS EMPLOYMENT
AS A RESULT OF A CONSTRUCTIVE TERMINATION, OR (II) THE COMPANY TERMINATES
EMPLOYEE'S EMPLOYMENT WITHOUT BUSINESS REASONS, THEN SUBJECT TO EMPLOYEE SIGNING
AND NOT REVOKING A GENERAL RELEASE OF CLAIMS AGAINST THE COMPANY AND ITS
SUCCESSORS, EMPLOYEE SHALL BE ENTITLED TO RECEIVE (A) A LUMP SUM PAYMENT EQUAL
TO THE BASE SALARY FOR THE REMAINDER OF THE EMPLOYMENT TERM, AND (B) ALL OTHER
BENEFITS UNDER SECTIONS 6(A)(C) AND 6(A)(D) ABOVE.
FOR PURPOSES OF DETERMINING
SEVERANCE FOR THE REMAINDER OF THE EMPLOYMENT TERM UNDER THIS SECTION 6(B), THE
PARTIES AGREE THAT THE EMPLOYMENT TERM SHALL BE DEEMED TO BE THREE (3) YEARS
FROM THE DATE OF THIS AGREEMENT.
(C)
CONSTRUCTIVE TERMINATION.
FOR PURPOSES OF