STOCK AND STOCK PURCHASE RIGHTS, GRANTED BY THE COMPANY TO THE
EMPLOYEE SHALL BECOME FULLY VESTED OR RELEASED FROM THE COMPANY'S REPURCHASE
RIGHT (IF ANY SHARES OF STOCK PURCHASED BY OR GRANTED TO THE EMPLOYEE REMAIN
SUBJECT TO SUCH REPURCHASE RIGHT) AND EXERCISABLE AS OF THE DATE OF THE
TERMINATION TO THE EXTENT SUCH EQUITY AWARDS ARE OUTSTANDING AND UNEXERCISABLE
OR UNRELEASED AT THE TIME OF SUCH TERMINATION. THE EMPLOYEE SHALL BE PERMITTED
TO EXERCISE HIS VESTED EQUITY AWARDS (INCLUDING AWARDS THAT VEST AS A RESULT OF
THE AGREEMENT) FOR TWELVE (12) MONTHS FROM THE DATE OF TERMINATION;
(IV)
ALL EMPLOYEE'S OUTSTANDING RESTRICTED CASH AWARDS SHALL BECOME FULLY
VESTED, PAYABLE IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE TERMINATION; AND
(V)
THE SAME LEVEL OF HEALTH (I.E., MEDICAL, VISION AND DENTAL) COVERAGE AND
BENEFITS AS IN EFFECT FOR THE EMPLOYEE ON THE DAY IMMEDIATELY PRECEDING THE DAY
OF THE EMPLOYEE'S TERMINATION OF EMPLOYMENT; PROVIDED, HOWEVER, THAT (A) THE
EMPLOYEE CONSTITUTES A QUALIFIED BENEFICIARY, AS DEFINED IN SECTION 4980B(G)(L)
OF THE CODE; AND (B) EMPLOYEE ELECTS CONTINUATION COVERAGE PURSUANT TO COBRA,
WITHIN THE TIME PERIOD PRESCRIBED PURSUANT TO COBRA. THE COMPANY SHALL CONTINUE
TO REIMBURSE EMPLOYEE FOR SUCH HEALTH COVERAGE UNTIL THE EARLIER OF (A) THE DATE
EMPLOYEE IS NO LONGER ELIGIBLE TO RECEIVE CONTINUATION COVERAGE PURSUANT TO
COBRA, OR (B) TWELVE (12) MONTHS FROM THE TERMINATION DATE.
(C)
TERMINATION APART FROM A CHANGE OF CONTROL OR INVOLUNTARY TERMINATION. FOR
AVOIDANCE OF DOUBT, IF THE EMPLOYEE'S EMPLOYMENT WITH THE COMPANY TERMINATES AS
A RESULT OF CAUSE, THEN THE EMPLOYEE SHALL NOT BE ENTITLED TO RECEIVE SEVERANCE
OR OTHER BENEFITS HEREUNDER, EXCEPT THOSE BENEFITS REQUIRED TO BE PROVIDED BY
LAW.
(D)
ACCRUED WAGES AND VACATION; EXPENSES. WITHOUT REGARD TO THE REASON FOR, OR
THE TIMING OF, EMPLOYEE'S TERMINATION OF EMPLOYMENT: (I) THE COMPANY SHALL PAY
THE EMPLOYEE ANY UNPAID BASE SALARY DUE FOR PERIODS PRIOR TO THE TERMINATION
DATE; (II) THE COMPANY SHALL PAY THE EMPLOYEE ALL OF THE EMPLOYEE'S ACCRUED AND
UNUSED VACATION THROUGH THE TERMINATION DATE; AND (III) FOLLOWING SUBMISSION OF
PROPER EXPENSE REPORTS BY THE EMPLOYEE, THE COMPANY SHALL REIMBURSE THE EMPLOYEE
FOR ALL EXPENSES REASONABLY AND NECESSARILY INCURRED BY THE EMPLOYEE IN
CONNECTION WITH THE BUSINESS OF THE COMPANY PRIOR TO THE TERMINATION DATE. THESE
PAYMENTS SHALL BE MADE PROMPTLY UPON TERMINATION AND WITHIN THE PERIOD OF TIME
MANDATED BY LAW.
5
6.
SECTION 409A. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
IF THE COMPANY, BASED ON THE ADVICE OF INDEPENDENT COUNSEL, REASONABLY
DETERMINES THAT SECTION 409A OF THE CODE WILL RESULT IN THE IMPOSITION OF
ADDITIONAL TAX TO AN EARLIER PAYMENT OF ANY SEVERANCE OR OTHER BENEFITS
OTHERWISE DUE TO THE EMPLOYEE PURSUANT TO SECTION 3 OR SECTION 4 OF THIS
AGREEMENT OR OTHERWISE ON OR WITHIN THE SIX (6) MONTH PERIOD FOLLOWING THE
EMPLOYEE'S TERMINATION, THE SEVERANCE BENEFITS WILL ACCRUE DURING SUCH SIX
(6) MONTH PERIOD AND WILL BECOME PAYABLE IN A LUMP SUM PAYMENT ON THE DATE SIX
(6) MONTHS AND