FOR NO REASON, WITH OR WITHOUT NOTICE. ACCORDINGLY, THIS
LETTER IS NOT A CONTRACT OR COMMITMENT FOR CONTINUED EMPLOYMENT. THE COMPANY
ALSO RESERVES THE RIGHT TO AMEND ITS BENEFITS, PLANS OR PROGRAMS AT ANY TIME.
SEVERANCE. IF YOU ARE TERMINATED FOR REASONS OTHER THAN "CAUSE," YOU WILL
RECEIVE A MINIMUM SEVERANCE PAYMENT EQUIVALENT TO FOUR (4) WEEKS OF BASE SALARY
PAID OVER TIME IN ACCORDANCE WITH THE COMPANY'S PAYROLL PRACTICES AND POLICIES.
THE SEVERANCE PAYMENT WILL BE CONDITIONAL UPON YOUR FIRST EXECUTING AND NOT
REVOKING A VALID WAIVER AND RELEASE OF ALL CLAIMS THAT YOU MAY HAVE AGAINST THE
COMPANY. TERMINATION FOR "CAUSE" WILL ELIMINATE ELIGIBILITY FOR A SEVERANCE
PAYMENT. "CAUSE" MEANS: (A) A WILLFUL BREACH OF YOUR OBLIGATIONS UNDER THIS
AGREEMENT, WHICH BREACH YOU FAIL TO CURE, IF CURABLE, WITHIN (30) DAYS AFTER
RECEIPT OF A WRITTEN NOTICE OF SUCH BREACH; (B) GROSS NEGLIGENCE IN THE
PERFORMANCE OR INTENTIONAL NON-PERFORMANCE OF YOUR MATERIAL DUTIES TO THE
COMPANY OR ANY OF ITS AFFILIATES; (C)
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COMMISSION OF A FELONY OR A CRIME OF MORAL TURPITUDE; (D) COMMISSION OF A
MATERIAL ACT OF DECEIT, FRAUD, PERJURY OR EMBEZZLEMENT THAT INVOLVES OR DIRECTLY
OR INDIRECTLY CAUSES HARM TO THE COMPANY OR ANY OF ITS AFFILIATES; OR
(E) REPEATEDLY (I.E., ON MORE THAN ONE OCCASION) BEING UNDER THE INFLUENCE OF
DRUGS OR ALCOHOL (OTHER THAN OVER-THE-COUNTER OR PRESCRIPTION MEDICINE OR OTHER
MEDICALLY-RELATED DRUGS TO THE EXTENT THEY ARE TAKEN IN ACCORDANCE WITH THEIR
DIRECTIONS OR UNDER THE SUPERVISION OF A PHYSICIAN) DURING THE PERFORMANCE OF
YOUR DUTIES FOR THE COMPANY OR ANY OF ITS AFFILIATES, OR, WHILE UNDER THE
INFLUENCE OF SUCH DRUGS OR ALCOHOL, ENGAGING IN GROSSLY INAPPROPRIATE CONDUCT
DURING THE PERFORMANCE OF YOUR DUTIES FOR THE COMPANY OR ANY OF ITS AFFILIATES.
RESIGNATION NOTICE. IF YOU ELECT TO VOLUNTARILY RESIGN FROM THE COMPANY, YOU
AGREE TO PROVIDE THE COMPANY WITH AT LEAST FOUR (4) WEEKS' NOTICE BEFORE THE
EFFECTIVE DATE. NOTWITHSTANDING THE FOREGOING, THE COMPANY RETAINS THE OPTION OF
TERMINATING YOU UPON SUCH NOTICE OR BEFORE THE END OF THE NOTICE PERIOD. IF YOU
ELECT TO VOLUNTARILY RESIGN, YOU WILL NOT BE ELIGIBLE FOR A SEVERANCE PAYMENT.
ADDITIONAL TERMS & CONDITIONS OF EMPLOYMENT. THE COMPANY REQUIRES ITS EMPLOYEES
TO SIGN AND COMPLY WITH ADDITIONAL TERMS AND CONDITIONS OF EMPLOYMENT CONCERNING
CONFIDENTIALITY, ASSIGNMENT OF INVENTIONS AND WORKS OF AUTHORSHIP,
NON-COMPETITION, AND NON-RECRUITMENT. THE ADDITIONAL TERMS AND CONDITIONS OF
EMPLOYMENT WILL BE PRESENTED TO YOU FOR YOUR REVIEW, CONSIDERATION AND SIGNATURE
IN DUE COURSE AND MUST BE SIGNED BY WITHIN TEN (10) DAYS OF RECEIPT BY YOU.
IF YOU WISH TO ACCEPT EMPLOYMENT UNDER THE TERMS DESCRIBED ABOVE, PLEASE SIGN
AND DATE A COPY OF THIS LETTER AND RETURN THE SIGNED AND DATED COPY TO ME NO
LATER THAN 30 OCTOBER 2009.
BY SIGNING THIS LETTER, YOU ACKNOWLEDGE THAT THIS OFFER LETTER SUPERSEDES ANY
OTHER OFFER, AGREEMENT, OR PROMISES MADE TO YOU BY ANYONE, WHETHER ORAL OR
WRITTEN, SPECIFICALLY CONCERNING THE OFFER OF EMPLOYMENT BY THE COMPANY, AND
WITH