"ANNUAL TARGET BONUS").
THE
ACTUAL AMOUNT OF EXECUTIVE'S ANNUAL CASH BONUS MAY RANGE FROM 0% TO 200% OF THE
ANNUAL TARGET BONUS DEPENDING ON THE COMPANY'S PERFORMANCE AS DETERMINED BY THE
COMPENSATION COMMITTEE.
(C)
BENEFITS.
DURING THE EMPLOYMENT PERIOD, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, THE EXECUTIVE SHALL BE ENTITLED TO PARTICIPATE IN ALL
EMPLOYEE BENEFIT AND OTHER PLANS, PRACTICES, POLICIES AND PROGRAMS AND FRINGE
BENEFITS ON A BASIS NO LESS FAVORABLE THAN THAT PROVIDED TO OTHER EXECUTIVE
OFFICERS OF THE COMPANY.
(D)
UPFRONT EQUITY GRANTS.
ON THE EFFECTIVE DATE, THE EXECUTIVE SHALL
BE GRANTED AWARDS (AS DEFINED IN THE COMPANY'S 2006 EQUITY INCENTIVE PLAN) WITH
THE TERMS AND CONDITIONS SET BY THE BOARD AND THE COMPENSATION COMMITTEE.
(E)
SEPARATION.
THE EMPLOYMENT PERIOD WILL CONTINUE UNTIL (X)
EXECUTIVE'S RESIGNATION, DISABILITY (AS DEFINED BELOW) OR DEATH, (Y) THE BOARD
DECIDES TO TERMINATE EXECUTIVE'S EMPLOYMENT WITH OR WITHOUT CAUSE, OR (Z) THE
TERM OF THIS AGREEMENT ENDS. THE INITIAL TERM OF THIS AGREEMENT SHALL COMMENCE
ON THE DATE HEREOF AND, UNLESS EARLIER TERMINATED IN ACCORDANCE WITH THE TERMS
HEREOF, SHALL REMAIN IN FULL FORCE AND EFFECT UNTIL OCTOBER 31, 2009. THIS
AGREEMENT SHALL, WHEN SIX MONTHS REMAIN IN THE INITIAL TERM OR IN A SUBSEQUENT
TERM (THE "AUTOMATIC RENEWAL DATE"), AUTOMATICALLY EXTEND FOR AN ADDITIONAL 12
MONTHS, UNLESS THE COMPANY OR EMPLOYER DELIVERS WRITTEN NOTICE TO EXECUTIVE OF
THE COMPANY'S INTENT NOT TO RENEW PRIOR TO THE AUTOMATIC RENEWAL DATE.
(I)
TERMINATION FOR CAUSE.
IF EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY EMPLOYER FOR CAUSE (AS DEFINED BELOW), EXECUTIVE
WILL RECEIVE NO BENEFITS OR COMPENSATION (OTHER THAN UNPAID ANNUAL BASE SALARY
OR ACCRUED BENEFITS, AS THE CASE MAY BE), EXCEPT AS REQUIRED BY LAW.
(II)
TERMINATION WITHOUT CAUSE OR RESIGNATION WITH GOOD REASON.
IF
EXECUTIVE'S EMPLOYMENT IS TERMINATED BY EMPLOYER WITHOUT CAUSE OR EXECUTIVE
RESIGNS WITH GOOD REASON, (I) EXECUTIVE SHALL BE ENTITLED TO RECEIVE A
CONTINUATION OF MEDICAL BENEFITS ON SUBSTANTIALLY THE SAME TERMS AS IN EFFECT AT
THE TIME IMMEDIATELY PRECEDING THE TERMINATION DURING THE TWO-YEAR PERIOD
COMMENCING ON THE DATE OF TERMINATION AND (II) DURING THE ONE YEAR PERIOD
COMMENCING ON THE DATE OF TERMINATION (THE "INITIAL SEVERANCE PERIOD"), EMPLOYER
SHALL PAY TO EXECUTIVE AN AGGREGATE AMOUNT EQUAL TO HIS ANNUAL BASE SALARY PLUS
THE AMOUNT OF BONUS RECEIVED BY EXECUTIVE WITH RESPECT TO THE IMMEDIATELY
PREVIOUS FULL FISCAL YEAR (THE "PRIOR YEAR BONUS"), PAYABLE IN EQUAL
INSTALLMENTS ON THE EMPLOYER'S REGULAR SALARY PAYMENT DATES. EMPLOYER MAY (IN
ITS SOLE
2
DISCRETION) ELECT TO EXTEND THE INITIAL SEVERANCE PERIOD FOR ONE ADDITIONAL
ONE-YEAR PERIOD (THE "ADDITIONAL SEVERANCE PERIOD") BY PROVIDING EXECUTIVE
WRITTEN NOTICE OF SUCH EXTENSION NO LESS THAN 60 DAYS PRIOR TO THE LAST DAY OF
THE INITIAL SEVERANCE PERIOD AND PAYING EXECUTIVE AN ADDITIONAL AMOUNT EQUAL TO
HIS ANNUAL BASE SALARY PLUS THE PRIOR YEAR BONUS, PAYABLE IN EQUAL INSTALLMENTS
ON THE EMPLOYER'S REGULAR SALARY PAYMENT DATES. THE AMOUNTS PAYABLE DURING THE
ADDITIONAL SEVERANCE PERIOD PURSUANT TO THIS SECTION 1(E) SHALL BE REDUCED BY
THE AMOUNT OF ANY