MUTUAL AGREEMENT OF THE PARTIES.
AT ALL TIMES, YOUR
EMPLOYMENT WITH THE COMPANY IS "AT-WILL" WHICH MEANS THAT EMPLOYMENT WITH THE
COMPANY MAY BE TERMINATED AT ANY TIME BY EITHER YOU OR THE COMPANY FOR ANY
REASON (OR NO REASON) UPON 45 DAYS' ADVANCED WRITTEN NOTICE TO THE OTHER PARTY;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT YOU GIVE NOTICE OF TERMINATION TO THE
COMPANY, THE COMPANY MAY, IN ITS SOLE DISCRETION, MAKE SUCH TERMINATION
EFFECTIVE EARLIER THAN ANY NOTICE DATE; PROVIDED, FURTHER, THAT THE COMPANY MAY
TERMINATE YOUR EMPLOYMENT IMMEDIATELY UPON WRITTEN NOTICE TO YOU OF A
TERMINATION FOR CAUSE (PROVIDED THAT YOU HAVE FIRST BEEN PROVIDED THE
OPPORTUNITY TO CURE AN EVENT AS PROVIDED IN THE DEFINITION OF CAUSE SET FORTH IN
PARAGRAPH 3(B)).
YOUR EMPLOYMENT WILL AUTOMATICALLY TERMINATE ON THE DATE OF
YOUR DEATH.
THE OPTION WILL BE FULLY VESTED UPON THE END DATE IF YOU ARE
EMPLOYED ON THE END DATE, WHETHER OR NOT THIS LETTER AGREEMENT IS EXTENDED.
(B)
RESIGNATIONS.
UPON TERMINATION OF YOUR EMPLOYMENT FOR ANY REASON,
YOU AGREE TO IMMEDIATELY RESIGN FROM (1) ALL BOARDS OF DIRECTORS, COMMITTEES AND
OFFICER OR OTHER POSITIONS OF THE COMPANY AND (2) ALL FIDUCIARY POSITIONS
(INCLUDING AS TRUSTEE) YOU HOLD WITH RESPECT TO ANY PENSION PLANS OR TRUSTS
ESTABLISHED BY THE COMPANY.
(C)
PAYMENT OF ACCRUED AMOUNTS.
UPON TERMINATION OF YOUR EMPLOYMENT
FOR ANY REASON, EXCEPT AS PROVIDED IN PARAGRAPH 5(D), THE COMPANY WILL HAVE NO
OBLIGATIONS TO YOU UNDER THIS LETTER AGREEMENT OTHER THAN TO PAY OR PROVIDE, TO
THE EXTENT NOT THERETOFORE PAID OR PROVIDED, (1) ANY ACCRUED AND UNPAID BASE
SALARY THROUGH THE DATE OF YOUR TERMINATION OF EMPLOYMENT IN ACCORDANCE WITH THE
COMPANY'S PAYROLL PRACTICES, (2) ANY ACCRUED BUT UNUSED VACATION IN
4
ACCORDANCE WITH COMPANY POLICY, (3) REIMBURSEMENT FOR ANY UNREIMBURSED BUSINESS
AND ENTERTAINMENT EXPENSES INCURRED THROUGH THE DATE OF YOUR TERMINATION OF
EMPLOYMENT IN ACCORDANCE WITH COMPANY POLICY, AND (4) ANY OTHER AMOUNTS AND
BENEFITS YOU ARE ENTITLED TO RECEIVE UNDER LAW OR UNDER ANY EMPLOYEE BENEFIT
PLAN OR PROGRAM, OR EQUITY PLAN OR GRANT IN ACCORDANCE WITH THE TERMS AND
PROVISIONS OF SUCH PLANS, PROGRAMS, EQUITY PLAN AND GRANTS (COLLECTIVELY,
"ACCRUED BENEFITS").
(D)
PAYMENT OF SEVERANCE.
SUBJECT TO PARAGRAPH 5(E), ON THE 55TH DAY
FOLLOWING THE DATE OF YOUR TERMINATION OF EMPLOYMENT BY THE COMPANY WITHOUT
CAUSE OR BY YOU FOR GOOD REASON (AS DEFINED BELOW) PRIOR TO THE END DATE (OR THE
FIRST BUSINESS DAY THEREAFTER), THE COMPANY WILL PAY YOU A LUMP SUM PAYMENT
EQUAL TO THE GREATER OF (1) THE SUM OF THE REMAINING BASE SALARY YOU WOULD HAVE
OTHERWISE BEEN ENTITLED TO RECEIVE FROM THE DATE OF YOUR TERMINATION OF
EMPLOYMENT THROUGH THE END DATE AND (2) $125,000.
FOR PURPOSES OF THIS LETTER
AGREEMENT, "GOOD REASON" MEANS, WITHOUT YOUR PRIOR CONSENT, (I) A MATERIAL
DIMINUTION IN YOUR DUTIES OR RESPONSIBILITIES, (II) A MATERIAL DIMINUTION IN
YOUR BASE SALARY, OR (III) ANY MATERIAL BREACH BY THE COMPANY OF A MATERIAL
PROVISION OF THIS LETTER AGREEMENT (INCLUDING,