IN ACCORDANCE WITH
SECTION 11 OF THIS AGREEMENT.
FOR PURPOSES OF THIS AGREEMENT, A "NOTICE OF
TERMINATION" SHALL MEAN A NOTICE WHICH SHALL INDICATE THE SPECIFIC TERMINATION
PROVISION IN THIS AGREEMENT RELIED UPON AND, AS APPLICABLE, SHALL SET FORTH IN
REASONABLE DETAIL THE FACTS AND CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR
TERMINATION OF EXECUTIVE'S EMPLOYMENT UNDER THE PROVISION SO INDICATED.
EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AS OF THE EFFECTIVE DATE SET FORTH IN THE
NOTICE OF TERMINATION (THE "TERMINATION DATE"), WHICH DATE SHALL NOT BE MORE
THAN THIRTY (30) DAYS AFTER THE DATE OF THE NOTICE OF TERMINATION.
FOR
AVOIDANCE OF DOUBT, A NOTICE OF NON-RENEWAL PURSUANT TO SECTION 1 SHALL NOT BE
CONSIDERED A NOTICE OF TERMINATION.
7.
COMPENSATION UPON TERMINATION; CHANGE-IN-CONTROL.
(A)
TERMINATION BY EMPLOYER WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD REASON.
IF, DURING THE EMPLOYMENT PERIOD (I) EXECUTIVE IS TERMINATED BY THE EMPLOYER
WITHOUT CAUSE PURSUANT TO SECTION 6(A)(IV) ABOVE, OR (II) EXECUTIVE SHALL
TERMINATE HIS EMPLOYMENT HEREUNDER WITH GOOD REASON PURSUANT TO SECTION
(6)(B)(II) ABOVE, THEN THE EMPLOYMENT PERIOD SHALL TERMINATE AS OF THE
TERMINATION DATE, EXECUTIVE SHALL BE ENTITLED TO RECEIVE HIS EARNED AND ACCRUED
BUT UNPAID BASE SALARY ON THE TERMINATION DATE, AND EXECUTIVE SHALL BE ENTITLED
TO THE FOLLOWING PAYMENTS AND BENEFITS, SUBJECT TO (1) EXECUTIVE'S EXECUTION OF
A MUTUAL RELEASE AGREEMENT WITH THE EMPLOYER IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO EXECUTIVE AND THE EMPLOYER, WHEREBY, IN GENERAL, EACH PARTY
RELEASES THE OTHER FROM ALL CLAIMS SUCH PARTY MAY HAVE AGAINST THE OTHER PARTY
(OTHER THAN (A) CLAIMS AGAINST THE EMPLOYER RELATING TO THE EMPLOYER'S
OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, EXECUTIVE'S
RIGHTS TO INDEMNIFICATION AND TO VESTED BENEFITS UNDER ANY EMPLOYEE BENEFIT PLAN
OF THE EMPLOYER OR ANY AFFILIATE OF THE EMPLOYER IN WHICH EXECUTIVE
PARTICIPATES, AND CERTAIN OTHER SPECIFIED AGREEMENTS ARISING IN CONNECTION WITH
OR AFTER EXECUTIVE'S TERMINATION, INCLUDING, WITHOUT LIMITATION, EMPLOYER'S
OBLIGATIONS HEREUNDER TO PROVIDE SEVERANCE PAYMENTS AND BENEFITS AND ACCELERATED
VESTING OF EQUITY AWARDS AND (B) CLAIMS AGAINST EXECUTIVE RELATING TO OR ARISING
OUT OF ANY ACT OF FRAUD, INTENTIONAL MISAPPROPRIATION OF FUNDS, EMBEZZLEMENT OR
ANY OTHER ACTION WITH REGARD TO THE EMPLOYER OR ANY OF ITS AFFILIATED COMPANIES
THAT CONSTITUTES A FELONY UNDER ANY FEDERAL OR STATE STATUTE COMMITTED OR
PERPETRATED BY EXECUTIVE DURING THE COURSE OF EXECUTIVE'S EMPLOYMENT WITH THE
EMPLOYER OR ITS AFFILIATES, IN ANY EVENT, THAT WOULD HAVE A MATERIAL ADVERSE
EFFECT ON THE EMPLOYER, OR ANY OTHER CLAIMS THAT MAY NOT BE RELEASED BY THE
EMPLOYER UNDER APPLICABLE LAW) (THE "RELEASE AGREEMENT"), WHICH THE EMPLOYER
SHALL EXECUTE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH EXECUTION BY EXECUTIVE,
AND (2) THE EFFECTIVENESS AND IRREVOCABILITY OF THE RELEASE AGREEMENT WITH
RESPECT TO EXECUTIVE WITHIN THIRTY (30) DAYS AFTER THE TERMINATION DATE (WITH
THE 30TH DAY AFTER THE TERMINATION DATE BEING REFERRED TO HEREIN AS THE "RELEASE
EFFECTIVENESS DATE"):
(I)
PROMPTLY FOLLOWING THE RELEASE EFFECTIVENESS DATE, BUT NO LATER
THAN THE REGULAR PAYROLL PAYMENT DATE FOR THE PERIOD IN WHICH THE RELEASE
EFFECTIVENESS DATE