AGREES TO CONTINUE THE EXECUTIVE'S
EMPLOYMENT, AND THE EXECUTIVE AGREES TO REMAIN IN EMPLOYMENT WITH THE COMPANY,
FROM THE COMMENCEMENT DATE SET FORTH IN SECTION 1(D) UNTIL THE DATE WHEN THE
EXECUTIVE'S EMPLOYMENT TERMINATES PURSUANT TO SUBSECTION (B) BELOW.
THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY SHALL BE "AT WILL," AND EITHER THE
EXECUTIVE OR THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME,
FOR ANY REASON, WITH OR WITHOUT CAUSE.
ANY CONTRARY REPRESENTATIONS, WHICH MAY
HAVE BEEN MADE TO THE EXECUTIVE SHALL BE SUPERSEDED BY THIS AGREEMENT.
THIS
AGREEMENT SHALL CONSTITUTE THE FULL AND COMPLETE AGREEMENT BETWEEN THE EXECUTIVE
AND THE COMPANY ON THE "AT WILL" NATURE OF THE EXECUTIVE'S EMPLOYMENT, WHICH MAY
ONLY BE CHANGED IN AN EXPRESS WRITTEN AGREEMENT SIGNED BY THE EXECUTIVE AND A
DULY AUTHORIZED OFFICER OF THE COMPANY.
(B)
TERMINATION.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT
AT ANY TIME AND FOR ANY REASON (OR NO REASON), AND WITH OR WITHOUT CAUSE, BY
GIVING THE EXECUTIVE NOTICE IN WRITING.
THE EXECUTIVE MAY TERMINATE HIS
EMPLOYMENT BY GIVING THE COMPANY FOURTEEN (14) DAYS ADVANCE NOTICE IN WRITING.
THE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AUTOMATICALLY IN THE EVENT OF HIS
DEATH OR PERMANENT DISABILITY.
FOR PURPOSES OF THIS AGREEMENT, "PERMANENT
DISABILITY" SHALL MEAN THAT THE EXECUTIVE HAS BECOME SO PHYSICALLY OR MENTALLY
DISABLED AS TO BE INCAPABLE OF SATISFACTORILY PERFORMING THE DUTIES UNDER THIS
AGREEMENT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) CONSECUTIVE CALENDAR DAYS.
(C)
RIGHTS UPON TERMINATION.
EXCEPT AS EXPRESSLY PROVIDED IN
SECTION 6, UPON THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS
SECTION 5, THE EXECUTIVE SHALL ONLY BE ENTITLED TO THE COMPENSATION, BENEFITS
AND REIMBURSEMENTS DESCRIBED IN SECTIONS 2, 3 AND 4 FOR THE PERIOD PRECEDING THE
EFFECTIVE DATE OF THE TERMINATION.
THE PAYMENTS UNDER THIS AGREEMENT SHALL
FULLY DISCHARGE ALL RESPONSIBILITIES OF THE COMPANY TO THE EXECUTIVE.
(D)
TERMINATION OF AGREEMENT.
THE TERMINATION OF THIS AGREEMENT SHALL
NOT LIMIT OR OTHERWISE AFFECT ANY OF THE EXECUTIVE'S OBLIGATIONS UNDER
SECTION 7.
6.
TERMINATION BENEFITS.
(A)
GENERAL RELEASE.
ANY OTHER PROVISION OF THIS AGREEMENT
NOTWITHSTANDING, SUBSECTIONS (B), (C) OR (D) BELOW SHALL NOT APPLY UNLESS THE
EXECUTIVE (I) HAS EXECUTED A GENERAL RELEASE IN A FORM PRESCRIBED BY THE COMPANY
OF ALL KNOWN AND UNKNOWN CLAIMS THAT HE MAY THEN HAVE AGAINST THE COMPANY OR
PERSONS AFFILIATED WITH THE COMPANY, AND (II) HAS AGREED NOT TO PROSECUTE ANY
LEGAL ACTION OR OTHER PROCEEDING BASED UPON ANY OF SUCH CLAIMS.
(B)
TERMINATION WITHOUT CAUSE.
IF, DURING THE TERM OF THIS AGREEMENT,
AND NOT IN CONNECTION WITH A CHANGE OF CONTROL AS ADDRESSED IN
SUBSECTION (C) BELOW, THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT WITHOUT
CAUSE OR DUE TO PERMANENT DISABILITY OR EXECUTIVE RESIGNS FOR GOOD REASON, THEN:
(I)
THE EXECUTIVE SHALL IMMEDIATELY VEST IN AN ADDITIONAL NUMBER OF
SHARES UNDER ALL OUTSTANDING OPTIONS AS IF HE HAD PERFORMED TWELVE (12)
ADDITIONAL MONTHS OF SERVICE; AND
(II)
THE COMPANY SHALL PAY THE EXECUTIVE, AN AMOUNT EQUAL TO:
(X) THE
THEN CURRENT YEAR'S TARGET BONUS PRORATED FOR