THE PROVISIONS OF THIS SECTION 3.3,
THE EMPLOYEE SHALL BE ENTITLED TO PARTICIPATE IN ALL BENEFIT PLANS AND PROGRAMS
THAT THE COMPANY ESTABLISHES AND MAKES AVAILABLE TO ITS EMPLOYEES TO THE EXTENT
THAT THE EMPLOYEE IS ELIGIBLE UNDER (AND SUBJECT TO THE PROVISIONS OF) THE PLAN
DOCUMENTS GOVERNING THOSE PROGRAMS. THE EMPLOYEE SHALL BE ENTITLED TO TWENTY
(20) DAYS OF PAID VACATION TIME PER YEAR (PRO-RATED FOR ANY PARTIAL YEAR
WORKED), TO BE ADMINISTERED IN ACCORDANCE WITH COMPANY POLICY.
3.4
REIMBURSEMENT OF EXPENSES. THE COMPANY SHALL REIMBURSE THE
EMPLOYEE FOR ALL REASONABLE TRAVEL, ENTERTAINMENT AND OTHER EXPENSES INCURRED OR
PAID BY THE EMPLOYEE IN CONNECTION WITH, OR RELATED TO, THE PERFORMANCE OF
HIS/HER DUTIES, RESPONSIBILITIES OR SERVICES UNDER THIS AGREEMENT, UPON
PRESENTATION BY THE EMPLOYEE OF DOCUMENTATION, EXPENSE STATEMENTS, VOUCHERS
AND/OR SUCH OTHER SUPPORTING INFORMATION AS THE
COMPANY MAY REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE AMOUNT AVAILABLE FOR
SUCH TRAVEL, ENTERTAINMENT AND OTHER EXPENSES MAY BE FIXED IN ADVANCE BY THE
COMPANY.
3.5
WITHHOLDING. ALL SALARY, BONUS AND OTHER COMPENSATION OR BENEFITS
PAYABLE TO THE EMPLOYEE SHALL BE SUBJECT TO APPLICABLE WITHHOLDINGS AND TAXES.
4.
PAYMENTS UPON RESIGNATION BY THE EMPLOYEE WITHOUT GOOD REASON OR
TERMINATION BY THE COMPANY FOR CAUSE.
4.1
PAYMENT UPON VOLUNTARY RESIGNATION OR TERMINATION FOR CAUSE. IF
THE EMPLOYEE VOLUNTARILY RESIGNS HIS/HER EMPLOYMENT OTHER THAN FOR GOOD REASON
(AS DEFINED IN SECTION 4.2), OR IF THE COMPANY TERMINATES THE EMPLOYEE FOR CAUSE
(AS DEFINED IN SECTION 4.3), THE COMPANY SHALL PAY THE EMPLOYEE ALL ACCRUED AND
UNPAID BASE SALARY THROUGH THE EMPLOYEE'S DATE OF TERMINATION AND ANY VACATION
THAT IS ACCRUED BUT UNUSED AS OF SUCH DATE. THE EMPLOYEE SHALL NOT BE ELIGIBLE
FOR ANY SEVERANCE OR SEPARATION PAYMENTS (INCLUDING, BUT NOT LIMITED TO, THOSE
DESCRIBED IN SECTIONS 5 AND 6 OF THIS AGREEMENT) OR ANY CONTINUATION OF BENEFITS
(OTHER THAN THOSE PROVIDED FOR UNDER THE FEDERAL CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT ("COBRA")), OR ANY OTHER COMPENSATION PURSUANT TO THIS
AGREEMENT OR OTHERWISE. THE EMPLOYEE ALSO SHALL HAVE SUCH RIGHTS, IF ANY, WITH
RESPECT TO OUTSTANDING STOCK OPTIONS AND RESTRICTED STOCK GRANTS AS MAY BE
PROVIDED UNDER THE AGREEMENT APPLICABLE TO EACH.
4.2
DEFINITION OF "GOOD REASON". FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" MEANS THE OCCURRENCE, WITHOUT THE EMPLOYEE'S WRITTEN CONSENT, OF ANY OF
THE EVENTS OR CIRCUMSTANCES SET FORTH IN CLAUSES (A) THROUGH (D) BELOW,
PROVIDED, HOWEVER, THAT AN EVENT DESCRIBED IN CLAUSES (A) THROUGH (D) BELOW
SHALL NOT CONSTITUTE GOOD REASON UNLESS IT IS COMMUNICATED IN WRITING, WITHIN 90
DAYS OF THE EVENT GIVING RISE TO THE CLAIM, BY THE EMPLOYEE TO THE COMPANY OR
ITS SUCCESSOR AND UNLESS IT IS NOT CORRECTED BY THE COMPANY OR ITS SUCCESSOR AND
THE EMPLOYEE HAS NOT BEEN REASONABLY COMPENSATED FOR ANY LOSS OR DAMAGES
RESULTING THEREFROM WITHIN THIRTY (30) DAYS OF THE COMPANY'S OR SUCCESSOR'S
RECEIPT OF SUCH WRITTEN NOTICE:
(A)
THE ASSIGNMENT TO THE EXECUTIVE OF DUTIES INCONSISTENT IN ANY
MATERIAL RESPECT WITH THE EXECUTIVE'S POSITION (INCLUDING STATUS, OFFICES,
TITLES AND REPORTING REQUIREMENTS),