FORFEITED AND (II) ANY SUCH OPTIONS THAT ARE
VESTED AND EXERCISABLE AS OF SUCH DATE OF TERMINATION SHALL EXPIRE IMMEDIATELY
FOLLOWING THE EXPIRATION OF THE ONE HUNDRED EIGHTY (180)-DAY PERIOD FOLLOWING
SUCH DATE OF TERMINATION.
(D)
WITH RESPECT TO ANY SHARES OF COMMON STOCK
HELD BY THE EXECUTIVE THAT ARE VESTED AS OF THE DATE OF TERMINATION PURSUANT TO
THIS SECTION 4.2 (OR ISSUED PURSUANT TO THE EXERCISE OF OPTIONS FOLLOWING SUCH
DATE OF TERMINATION PURSUANT TO SECTION 4.2(C) HEREOF), FOR THE TWO HUNDRED
SEVENTY (270)-DAY PERIOD FOLLOWING SUCH DATE OF TERMINATION, THE
4
COMPANY (OR ITS DESIGNEE) SHALL HAVE THE RIGHT TO PURCHASE FROM THE EXECUTIVE OR
THE EXECUTIVE'S BENEFICIARY, AS APPLICABLE, AND THE EXECUTIVE OR THE EXECUTIVE'S
BENEFICIARY HEREBY AGREES TO SELL ANY OR ALL SUCH SHARES TO THE COMPANY (OR THE
COMPANY'S DESIGNEE) FOR AN AMOUNT EQUAL TO THE PRODUCT OF (I) THE PER SHARE
CURRENT FAIR MARKET VALUE OF A SHARE OF COMMON STOCK (AS DETERMINED BY THE BOARD
IN GOOD FAITH) AND (II) THE NUMBER OF SHARES SO PURCHASED.
4.3
TERMINATION BY THE COMPANY WITHOUT CAUSE OR
RESIGNATION BY THE EXECUTIVE FOR GOOD REASON.
(A)
THE COMPANY MAY TERMINATE THE EXECUTIVE'S
EMPLOYMENT WITHOUT "CAUSE" (AS DEFINED IN SECTION 4.3(G)), AND THEREBY TERMINATE
THE EXECUTIVE'S EMPLOYMENT (AND THE EMPLOYMENT PERIOD) UNDER THIS AGREEMENT AT
ANY TIME WITH NO REQUIREMENT FOR NOTICE TO THE EXECUTIVE.
(B)
THE EXECUTIVE MAY RESIGN, AND THEREBY
TERMINATE THE EXECUTIVE'S EMPLOYMENT (AND THE EMPLOYMENT PERIOD), AT ANY TIME
FOR "GOOD REASON" (AS DEFINED IN SECTION 4.3(F) HEREOF), UPON NOT LESS THAN
SIXTY (60) DAYS' PRIOR WRITTEN NOTICE TO THE COMPANY SPECIFYING IN REASONABLE
DETAIL THE REASON THEREFORE; PROVIDED, HOWEVER, THAT THE COMPANY SHALL HAVE A
REASONABLE OPPORTUNITY TO CURE ANY SUCH GOOD REASON (TO THE EXTENT POSSIBLE)
WITHIN SIXTY (60) DAYS AFTER THE COMPANY'S RECEIPT OF SUCH NOTICE; AND PROVIDED
FURTHER THAT, IF THE COMPANY IS NOT SEEKING TO CURE, THE COMPANY SHALL NOT BE
OBLIGATED TO ALLOW THE EXECUTIVE TO CONTINUE WORKING DURING SUCH PERIOD AND MAY,
IN ITS SOLE DISCRETION, ACCELERATE SUCH TERMINATION OF EMPLOYMENT (AND THE
EMPLOYMENT PERIOD) TO ANY DATE DURING SUCH PERIOD.
(I)
EXECUTIVE MAY NOT TERMINATE EMPLOYMENT
UNDER THIS AGREEMENT FOR GOOD REASON REGARDING ANY OF THE COMPANY'S ACTS OR
OMISSIONS OF WHICH EXECUTIVE HAD ACTUAL NOTICE FOR SIXTY (60) DAYS OR MORE PRIOR
TO GIVING NOTICE OF TERMINATION FOR GOOD REASON.
(II)
A DETERMINATION OF WHETHER THE EXECUTIVE
LEGITIMATELY HAS GOOD REASON FOR TERMINATION OF THE EXECUTIVE'S EMPLOYMENT UNDER
THIS AGREEMENT, AND OF WHETHER THE COMPANY HAS EFFECTIVELY CURED AND THUS
ELIMINATED THE GROUNDS FOR SUCH GOOD REASON, SHALL BE MADE ONLY BY THE CHIEF
EXECUTIVE OFFICER OF THE COMPANY (THE "CHIEF EXECUTIVE OFFICER"), WITHIN THE
CHIEF EXECUTIVE OFFICER'S SOLE JUDGMENT AND DISCRETION, ACTING IN GOOD FAITH
AFTER HAVING MET WITH THE COMPANY'S SENIOR VICE PRESIDENT OF HUMAN RESOURCES.
(C)
IN THE EVENT THE EXECUTIVE'S EMPLOYMENT IS
TERMINATED PURSUANT TO THIS SECTION 4.3, THEN, SUBJECT TO SECTION 4.3(D) HEREOF,
THE FOLLOWING PROVISIONS SHALL APPLY: