DISCRETION OF THE COMPENSATION COMMITTEE.
Upon approval from the Company's Board of Directors and subject to the
requirements of the relevant securities laws, the Company shall issue you a
certain Stock Bonus Agreement for the issuance of 100,000 restricted Company
shares.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON 60 DAYS' PRIOR
WRITTEN NOTICE.
THE COMPANY MAY TERMINATE THIS AGREEMENT AT ANY TIME UPON
WRITTEN NOTICE. THIS AGREEMENT SHALL ALSO TERMINATE AUTOMATICALLY IN THE EVENT
YOU SHOULD DIE OR, IN THE REASONABLE DETERMINATION OF THE COMPANY, BECOME UNABLE
TO PERFORM BY REASON OF PHYSICAL OR MENTAL INCOMPETENCY YOUR OBLIGATIONS
HEREUNDER FOR A PERIOD OF 120 DAYS IN ANY 365 DAY PERIOD. IT IS UNDERSTOOD AND
AGREED THAT IN THE EVENT THAT THIS AGREEMENT IS:
(X) TERMINATED BY THE COMPANY IN ACCORDANCE WITH THE SECOND SENTENCE OF THIS
SECTION 3 OTHER THAN FOR CAUSE (AS DEFINED BELOW), OR
(Y) IS NOT RENEWED BY VIRTUE OF THE COMPANY PROVIDING THE NOTICE OF NONRENEWAL
DESCRIBED IN SECTION 1 ABOVE,
THEN SUBJECT TO (I) YOUR EXECUTION AND DELIVERY OF THE COMPANY'S THEN CURRENT
FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE APPLICABLE TO SIMILARLY
SITUATED EMPLOYEES AND (II) THE EXPIRATION OF ANY RESCISSION PERIOD PROVIDED
THEREBY (WITHOUT THE RESCISSION HAVING BEEN EXERCISED), YOU SHALL, AS YOUR SOLE
AND EXCLUSIVE REMEDY, BE ENTITLED TO (I) RECEIVE SEVERANCE EQUAL TO TWO TIMES
YOUR THEN APPLICABLE ANNUAL BASE SALARY, PAYABLE OVER A PERIOD OF TWENTY FOUR
MONTHS IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S APPLICABLE
PAYROLL PRACTICE FOR SALARIED EMPLOYEES, AND (II) FOR A PERIOD OF 18 MONTHS
AFTER THE EFFECTIVE DATE OF TERMINATION OF YOUR EMPLOYMENT, HAVE THE COMPANY
MAKE AVAILABLE TO YOU (AND/OR PAY COBRA PREMIUMS ON) MEDICAL AND DENTAL BENEFITS
ON THE SAME TERMS AND CONDITIONS AS WOULD HAVE BEEN MADE AVAILABLE TO YOU HAD
YOU REMAINED EMPLOYED BY THE COMPANY DURING SUCH PERIOD. THE COMPANY MAY
ACCELERATE THE TIMING OF ANY PAYMENT PAYABLE TO YOU UNDER THIS AGREEMENT IN THE
EVENT THE COMPANY DETERMINES THAT SUCH ACCELERATION WOULD MINIMIZE OR ELIMINATE
THE RISK THAT ANY PAYMENT TO YOU HEREUNDER WOULD BE DEEMED TO VIOLATE SECTION
409 OF THE INTERNAL REVENUE CODE OF 1986, AS IT MAY BE AMENDED FROM TIME TO
TIME. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 3 SENTENCE, IN THE EVENT OF
THE TERMINATION OF THIS AGREEMENT OR YOUR EMPLOYMENT FOR ANY REASON, THE COMPANY
SHALL HAVE NO FURTHER OBLIGATIONS TO YOU HEREUNDER OR WITH RESPECT TO YOUR
EMPLOYMENT FROM THE EFFECTIVE DATE OF TERMINATION. "CAUSE" SHALL MEAN THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS:
(I) YOUR WILLFUL FAILURE
OR GROSS NEGLIGENCE IN PERFORMANCE OF YOUR DUTIES OR COMPLIANCE WITH THE
REASONABLE DIRECTIONS OF THE BOARD OF DIRECTORS THAT REMAINS UNREMEDIED FOR A
PERIOD OF TWENTY (20) DAYS AFTER THE BOARD OF DIRECTORS HAS GIVEN WRITTEN NOTICE
SPECIFYING IN REASONABLE DETAIL YOUR FAILURE TO PERFORM SUCH DUTIES OR COMPLY
WITH SUCH DIRECTIONS; (II) YOUR FAILURE TO COMPLY WITH A MATERIAL EMPLOYMENT
POLICY OF THE