AND/OR BENEFITS
REQUIRED BY THIS SECTION 4.3 WILL OCCUR IN THE FOLLOWING ORDER: (I) REDUCTION OF
CASH PAYMENTS; (II) REDUCTION OF VESTING ACCELERATION OF EQUITY AWARDS; AND
(III) REDUCTION OF OTHER BENEFITS PAID OR PROVIDED TO THE COVERED EMPLOYEE.
IN
THE EVENT THAT ACCELERATION OF VESTING OF EQUITY AWARDS IS TO BE REDUCED, SUCH
ACCELERATION OF VESTING WILL BE CANCELLED IN THE REVERSE ORDER OF THE DATE OF
GRANT FOR THE COVERED EMPLOYEE'S EQUITY AWARDS.
IF TWO OR MORE EQUITY AWARDS
ARE GRANTED ON THE SAME DATE, EACH AWARD WILL BE REDUCED ON A PRO-RATA BASIS.
5
4.4
RELEASE AND NON-DISPARAGEMENT AGREEMENT.
AS
A CONDITION TO RECEIVING SEVERANCE BENEFITS UNDER THIS PLAN, EACH COVERED
EMPLOYEE WILL BE REQUIRED TO SIGN A WAIVER AND RELEASE OF ALL CLAIMS ARISING OUT
OF HIS OR HER INVOLUNTARY TERMINATION AND EMPLOYMENT WITH THE COMPANY AND ITS
SUBSIDIARIES AND AFFILIATES AND AN AGREEMENT NOT TO DISPARAGE THE COMPANY, ITS
DIRECTORS, OR ITS EXECUTIVE OFFICERS, IN A FORM REASONABLY SATISFACTORY TO THE
COMPANY, PROVIDED THAT SUCH RELEASE IS EFFECTIVE WITHIN SIXTY (60) DAYS
FOLLOWING THE COVERED EMPLOYEE'S TERMINATION OF EMPLOYMENT OR SUCH SHORTER
PERIOD SPECIFIED IN THE RELEASE (THE "RELEASE DEADLINE").
IF THE RELEASE OF
CLAIMS DOES NOT BECOME EFFECTIVE BY THE RELEASE DEADLINE, THE COVERED EMPLOYEE
WILL FORFEIT ANY RIGHTS TO THE SEVERANCE BENEFITS UNDER THIS PLAN.
NO SEVERANCE
BENEFITS WILL BE PAID OR PROVIDED UNTIL THE WAIVER AND RELEASE AGREEMENT BECOMES
EFFECTIVE OR IRREVOCABLE.
4.5
VACATION DAYS.
ANY UNUSED VACATION PAY
ACCRUED AS OF A COVERED EMPLOYEE'S DATE OF INVOLUNTARY TERMINATION WILL BE PAID
AT THE TIME THE COVERED EMPLOYEE RECEIVES HIS OR HER SEVERANCE BENEFIT.
NO
COVERED EMPLOYEE MAY USE ANY ACCRUED BUT UNUSED VACATION PAY TO EXTEND HIS OR
HER INVOLUNTARY TERMINATION DATE.
5.
TERMINATION OF BENEFITS.
BENEFITS UNDER
THIS PLAN SHALL TERMINATE IMMEDIATELY FOR A COVERED EMPLOYEE IF SUCH COVERED
EMPLOYEE, AT ANY TIME, VIOLATES ANY PROPRIETARY INFORMATION OR CONFIDENTIALITY
OBLIGATION TO THE COMPANY OR THE TERMS OF ANY APPLICABLE NON-COMPETITION
AGREEMENT WITH THE COMPANY.
6.
NON-DUPLICATION OF BENEFITS.
NOTWITHSTANDING ANY OTHER PROVISION IN THE PLAN TO THE CONTRARY, THE SEVERANCE
BENEFITS PROVIDED HEREUNDER SHALL BE IN LIEU OF ANY OTHER SEVERANCE AND/OR
RETENTION PLAN BENEFITS AND THE SEVERANCE BENEFITS PROVIDED HEREUNDER SHALL BE
REDUCED BY ANY SEVERANCE PAID OR PROVIDED TO A COVERED EMPLOYEE UNDER ANY OTHER
PLAN OR ARRANGEMENT.
7.
WITHHOLDING.
THE COMPANY WILL WITHHOLD
FROM ANY SEVERANCE BENEFIT ALL FEDERAL, STATE, LOCAL AND OTHER TAXES REQUIRED TO
BE WITHHELD THEREFROM AND ANY OTHER REQUIRED PAYROLL DEDUCTIONS.
8.
ADMINISTRATION.
THE COMPANY IS THE
ADMINISTRATOR OF THE PLAN (WITHIN THE MEANING OF SECTION 3(16)(A) OF ERISA).
THE PLAN WILL BE ADMINISTERED AND INTERPRETED BY THE ADMINISTRATOR (IN HIS OR
HER SOLE DISCRETION).
THE ADMINISTRATOR IS THE "NAMED FIDUCIARY" OF THE PLAN
FOR PURPOSES OF ERISA AND WILL BE SUBJECT TO THE FIDUCIARY STANDARDS OF ERISA
WHEN ACTING IN SUCH CAPACITY.
ANY DECISION MADE OR OTHER ACTION TAKEN BY THE
ADMINISTRATOR WITH RESPECT TO THE PLAN, AND ANY INTERPRETATION BY