WHICH IS NOT EFFECTED FOR CAUSE OR
FOR
WHICH THE GROUNDS RELIED UPON ARE NOT VALID; OR (VI) THE FAILURE OF THE COMPANY
TO OBTAIN THE ASSUMPTION OF THIS AGREEMENT BY ANY SUCCESSORS CONTEMPLATED IN
SECTION 8 BELOW.
FOR PURPOSES OF CLARIFICATION, IF THE EMPLOYEE DOES NOT BECOME
CEO WITHIN THE TIME PERIOD SET FORTH IN THE OFFER LETTER, THEN THAT WILL BE
CONSIDERED A SIGNIFICANT REDUCTION OF THE EMPLOYEE'S DUTIES, POSITION OR
RESPONSIBILITIES UNDER CLAUSE (I), UNLESS PRIOR TO THAT TIME THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY IS TERMINATED FOR CAUSE OR HE RESIGNS WITHOUT GOOD
REASON.
(C)
INVOLUNTARY TERMINATION. "INVOLUNTARY
TERMINATION" SHALL MEAN ANY TERMINATION (OTHER THAN A TERMINATION FOR CAUSE) OF
THE EMPLOYEE BY THE COMPANY.
(D)
TERMINATION DATE. "TERMINATION DATE" SHALL
MEAN THE EFFECTIVE DATE OF ANY NOTICE OF TERMINATION DELIVERED BY ONE PARTY TO
THE OTHER HEREUNDER.
2.
AT-WILL EMPLOYMENT. THE COMPANY AND THE
EMPLOYEE ACKNOWLEDGE THAT SUBJECT TO THE PROVISIONS OF THIS AGREEMENT, THE
EMPLOYEE'S EMPLOYMENT IS AND SHALL CONTINUE TO BE AT-WILL, AS DEFINED UNDER
APPLICABLE LAW. IF THE EMPLOYEE'S EMPLOYMENT TERMINATES FOR ANY REASON, THE
EMPLOYEE SHALL NOT BE ENTITLED TO ANY PAYMENTS, BENEFITS, DAMAGES, AWARDS OR
COMPENSATION OTHER THAN AS PROVIDED BY THIS AGREEMENT, OR AS MAY OTHERWISE BE
ESTABLISHED UNDER THE COMPANY'S THEN EXISTING EMPLOYEE BENEFIT PLANS OR POLICIES
AT THE TIME OF TERMINATION, UNLESS OTHERWISE REQUIRED BY APPLICABLE LAWS AND
REGULATIONS.
3.
SEVERANCE BENEFITS.
IF THE EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY TERMINATES AS A RESULT OF A GOOD REASON OR AN
INVOLUNTARY TERMINATION DURING THE TERM OF THIS AGREEMENT, THEN THE EMPLOYEE
SHALL BE ENTITLED TO THE FOLLOWING SEVERANCE BENEFITS:
(A)
AN AMOUNT EQUAL TO 70% OF TWELVE (12) MONTHS
OF THE EMPLOYEE'S BASE SALARY AS IN EFFECT AS OF THE TERMINATION DATE, LESS
APPLICABLE WITHHOLDING, PAYABLE IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE
TERMINATION DATE;
(B)
AN AMOUNT EQUAL TO ONE HUNDRED PERCENT
(100%) OF EMPLOYEE'S FULL ANNUAL PERFORMANCE TARGET BONUS FOR THE YEAR IN WHICH
THE TERMINATION OCCURS, PAYABLE IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE
TERMINATION DATE;
(C)
ALL EQUITY AWARDS, INCLUDING WITHOUT
LIMITATION STOCK OPTION GRANTS, RESTRICTED 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'S EQUITY AWARDS SHALL BE EXERCISABLE UNTIL THE EARLIEST OF
(A) TWELVE (12) MONTHS FROM THE TERMINATION DATE, (B) THE LATEST DATE THE EQUITY
AWARD COULD HAVE EXPIRED BY ITS ORIGINAL TERMS UNDER ANY CIRCUMSTANCES, (C) THE
TENTH (10TH) ANNIVERSARY OF THE ORIGINAL DATE OF GRANT OF THE EQUITY AWARD, OR
(D) THE DATE PROVIDED FOR UNDER THE EQUITY PLAN UNDER WHICH THE AWARD WAS
GRANTED;
(D)
ALL EMPLOYEE'S OUTSTANDING RESTRICTED CASH