WITHOUT THE NECESSITY OF EXECUTIVE'S EXECUTION
OF ANY FURTHER INSTRUMENT.
6
6.2
VACATION.
WHILE EMPLOYED BY COMPANY, EXECUTIVE WILL BE ENTITLED TO
FOUR (4) WEEKS OF PAID VACATION PER CALENDAR YEAR, TO BE ACCRUED AND TAKEN IN
ACCORDANCE WITH COMPANY'S NORMAL VACATION POLICY APPLICABLE TO SENIOR
EXECUTIVES.
EXECUTIVE'S VACATION TERM FOR ANY PARTIAL YEAR WILL BE PRORATED
BASED UPON THE NUMBER OF DAYS OF EXECUTIVE'S EMPLOYMENT IN SUCH YEAR.
ACCUMULATION AND PAYMENT OF VACATION BENEFITS, AND LOSS OF UNUSED VACATION TIME,
IF ANY, SHALL BE DETERMINED AND GOVERNED IN ACCORDANCE WITH COMPANY POLICY AND
PROCEDURE.
6.3
STOCK OPTIONS, RESTRICTED STOCK AWARD OR STOCK APPRECIATION
RIGHTS.
WITHIN 180 DAYS OF THE DATE OF THIS AGREEMENT, COMPANY SHALL GRANT TO
EXECUTIVE PURSUANT TO THE TERMS OF THE HEELYS, INC. 2006 STOCK INCENTIVE PLAN AN
OPTION TO PURCHASE 350,000 SHARES OF PARENT'S COMMON STOCK, AT A PURCHASE PRICE
PER SHARE EQUAL TO 100% OF THE FAIR MARKET VALUE PER SHARE OF COMMON STOCK ON
THE DATE OF SUCH GRANT, SUCH OPTIONS SHALL VEST AND BECOME EXERCISABLE IN FOUR
EQUAL CUMULATIVE ANNUAL INSTALLMENTS OF ONE-FOURTH (1/4TH) EACH ON EACH
SUCCESSIVE ANNIVERSARY OF THE EFFECTIVE DATE AND SHALL CONTAIN SUCH OTHER
VESTING PROVISIONS AS ARE PROVIDED IN THE OPTION AGREEMENTS, WHICH SHALL BE IN A
FORM SUBSTANTIALLY THE SAME AS THE FORM OF OPTION AGREEMENT PREVIOUSLY PROVIDED
TO EXECUTIVE.
7.
RIGHTS ON TERMINATION.
7.1
WITHOUT SEVERANCE BENEFITS.
IF EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT IS TERMINATED BY REASON OF EXECUTIVE'S DEATH OR DISABILITY PURSUANT TO
SECTIONS 4.2(A) OR 4.2(B), BY COMPANY FOR CAUSE PURSUANT TO SECTION 4.2(C), BY
EXECUTIVE WITHOUT GOOD REASON PURSUANT TO SECTIONS 4.2(E)(I) OR 4.2(E)(II), THEN
ALL FURTHER RIGHTS OF EXECUTIVE (OR AS APPLICABLE, OF EXECUTIVE'S HEIRS OR
ESTATE) TO EMPLOYMENT AND/OR COMPENSATION AND BENEFITS FROM COMPANY UNDER THIS
AGREEMENT SHALL CEASE AS OF THE TERMINATION DATE, EXCEPT THAT COMPANY WILL PAY
EXECUTIVE (OR AS APPLICABLE, EXECUTIVE'S HEIRS OR ESTATE) THE FOLLOWING:
(A)
ANY AMOUNT OF UNPAID BASE SALARY EARNED BY EXECUTIVE THROUGH THE
TERMINATION DATE, PAID IN THE SAME MANNER AND ON THE SAME DATE AS WOULD HAVE
OCCURRED IF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT HAD NOT CEASED;
(B)
ANY AMOUNT OF UNPAID GUARANTEED BONUS, ANNUAL BONUS OR OTHER BONUS
THAT COMPANY IN ITS SOLE DISCRETION MAY DEEM TO BE EARNED BY EXECUTIVE THROUGH
THE TERMINATION DATE, PAID IN THE SAME MANNER AND ON THE SAME DATE AS WOULD HAVE
OCCURRED IF EXECUTIVE'S EMPLOYMENT UNDER THIS AGREEMENT HAD NOT CEASED;
PROVIDED, HOWEVER, THAT NO ANNUAL BONUS WILL BE PAID FOR ANY PARTIAL YEAR OF
WORK (I.E. FOR ANY YEAR DURING WHICH THE EXECUTIVE WAS NOT EMPLOYED WITH COMPANY
THROUGHOUT THAT YEAR, THROUGH AND INCLUDING THE LAST DAY OF THE YEAR);
(C)
ALL UNPAID REIMBURSABLE EXPENSES DUE TO EXECUTIVE UNDER THIS
AGREEMENT AS OF THE TERMINATION DATE, SUBJECT TO EXECUTIVE'S COMPLIANCE WITH
COMPANY'S EXPENSE REIMBURSEMENT POLICIES, PAID IN ACCORDANCE WITH THE TERMS OF
COMPANY'S POLICIES, PRACTICES, AND PROCEDURES REGARDING REIMBURSABLE EXPENSES,
AND SUBJECT TO THE PROVISIONS IN SECTION 5.4 AS APPLICABLE TO