FOLLOWING TERMINATION OF EMPLOYMENT (PROVIDED
THAT ANY SUCH PAYMENTS OTHERWISE PAYABLE TO EXECUTIVE WITHIN THE FIRST 52 DAYS
FOLLOWING SUCH TERMINATION SHALL NOT BE PAID ON THE OTHERWISE SCHEDULED PAYMENT
DATE BUT SHALL INSTEAD ACCUMULATE AND BE PAID ON THE 53RD DAY FOLLOWING THE DATE
OF TERMINATION); (V) AN ADDITIONAL TWELVE (12) MONTHS OF VESTING CREDIT WITH
RESPECT TO THE STOCK OPTION. NOTWITHSTANDING THE FOREGOING, UNLESS, ON OR PRIOR
TO THE 52ND DAY FOLLOWING THE DATE OF TERMINATION OF EMPLOYMENT, EXECUTIVE SHALL
HAVE SIGNED THE RELEASE OF CLAIMS IN THE FORM ATTACHED HERETO AS EXHIBIT E AND
SUCH RELEASE OF CLAIMS SHALL HAVE BECOME EFFECTIVE IN ACCORDANCE WITH ITS TERMS,
(W) NO PAYMENT SHALL BE PAID OR MADE AVAILABLE TO EXECUTIVE UNDER CLAUSE (I) OR
(IV) OF THIS SECTION 4(C), (X) THE COMPANY SHALL BE RELIEVED OF ALL OBLIGATIONS
TO MAKE ANY FURTHER PAYMENTS, OR PROVIDE OR MAKE AVAILABLE ANY FURTHER BENEFITS,
TO EXECUTIVE PURSUANT TO CLAUSE (II) OR (III) OF THIS SECTION 4(C),
(Y) EXECUTIVE SHALL BE REQUIRED TO REPAY THE COMPANY, IN CASH, WITHIN FIVE
(5) BUSINESS DAYS AFTER WRITTEN DEMAND IS MADE THEREFOR BY THE COMPANY, AN
AMOUNT EQUAL TO THE VALUE OF ANY PAYMENTS OR BENEFITS RECEIVED BY EXECUTIVE
PURSUANT TO CLAUSE (II) OR (III) OF THIS SECTION 4(C) AND (Z) EXECUTIVE SHALL
FORFEIT ANY PORTION OF THE STOCK OPTION THAT VESTED PURSUANT TO CLAUSE (V) OF
SECTION 4(C). NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
PAYMENT OF ANY OR ALL OF THE SEPARATION BENEFITS IS EXPRESSLY CONTINGENT UPON
THE EXECUTIVE'S CONTINUED SUBSTANTIAL COMPLIANCE WITH THE TERMS AND CONDITIONS
OF SECTIONS 6, 7, 8 AND 9 OF THIS AGREEMENT; PROVIDED EXECUTIVE HAD RECEIVED
NOTICE THEREOF AND FAILED PROMPTLY TO CURE ANY SUCH BREACH TO THE EXTENT
CURABLE. EXECUTIVE RECOGNIZES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS
SECTION 4 OR PURSUANT TO THE TERMS OF EXECUTIVE'S EQUITY GRANT AGREEMENTS, NO
COMPENSATION IS OWED TO HER AFTER TERMINATION OF HER EMPLOYMENT.
(D)
EXPIRATION OF TERM. IF EXECUTIVE'S EMPLOYMENT SHALL TERMINATE BY REASON OF
THE EXPIRATION OF THE TERM AS A RESULT OF EITHER PARTY GIVING NOTICE OF
NON-EXTENSION OF THE TERM TO THE OTHER PARTY PURSUANT TO SECTION 1(A), EXECUTIVE
SHALL BE ENTITLED TO THE ACCRUED RIGHTS. THE ACCRUED RIGHTS SHALL BE PAYABLE ON
THEIR NORMAL PAYMENT DATES; PROVIDED THAT ACCRUED BUT UNUSED
7
VACATION TIME SHALL BE PAID WITHIN 30 DAYS FOLLOWING THE DATE OF TERMINATION OF
EXECUTIVE'S EMPLOYMENT.
(E)
RESIGNATION FROM BOARD. UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY
REASON, AND REGARDLESS OF WHETHER EXECUTIVE CONTINUES AS A CONSULTANT TO THE
COMPANY, UPON THE COMPANY'S REQUEST EXECUTIVE AGREES TO RESIGN, AS OF THE DATE
OF SUCH TERMINATION OF EMPLOYMENT OR SUCH OTHER DATE REQUESTED, FROM THE BOARD
AND ANY COMMITTEES THEREOF (AND, IF APPLICABLE, FROM THE BOARD OF DIRECTORS (AND
ANY COMMITTEES THEREOF) OF ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY) TO THE
EXTENT EXECUTIVE IS THEN SERVING THEREON.
(F)
AMOUNTS DUE UNDER PLANS. SUBJECT TO THE PROVISIONS HEREOF, THE PAYMENT OF
ANY AMOUNTS