COMPANY'S CEO OR THE DESIGNEE.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY
TIME UPON 60 DAYS' PRIOR WRITTEN NOTICE.
THE COMPANY MAY TERMINATE THIS
AGREEMENT AT ANY TIME UPON WRITTEN NOTICE.
THIS AGREEMENT SHALL ALSO TERMINATE
AUTOMATICALLY IN THE EVENT YOU SHOULD DIE OR, IN THE REASONABLE DETERMINATION OF
THE COMPANY, BECOME UNABLE TO PERFORM BY REASON OF PHYSICAL OR MENTAL
INCOMPETENCY YOUR OBLIGATIONS HEREUNDER FOR A PERIOD OF 120 DAYS IN ANY 365 DAY
PERIOD.
IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT THAT THIS AGREEMENT IS
TERMINATED BY THE COMPANY IN ACCORDANCE WITH THE SECOND SENTENCE OF THIS
SECTION 3 OTHER THAN FOR CAUSE (AS DEFINED BELOW), THEN SUBJECT TO (I) YOUR
EXECUTION AND DELIVERY OF THE COMPANY'S THEN CURRENT FORM OF SEPARATION
AGREEMENT AND GENERAL RELEASE APPLICABLE TO SIMILARLY SITUATED EMPLOYEES AND
(II) THE EXPIRATION OF ANY RESCISSION PERIOD PROVIDED THEREBY (WITHOUT THE
RESCISSION HAVING BEEN EXERCISED), YOU SHALL, AS YOUR SOLE AND EXCLUSIVE REMEDY,
BE ENTITLED TO (I) RECEIVE AS SEVERANCE YOUR THEN APPLICABLE BASE SALARY
HEREUNDER FOR A PERIOD OF TWELVE MONTHS (THE "SPECIFIED PERIOD"), PAYABLE IN
REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S APPLICABLE PAYROLL
PRACTICE FOR SALARIED EMPLOYEES AND (II) DURING THE SPECIFIED PERIOD, HAVE THE
COMPANY MAKE AVAILABLE TO YOU (AND/OR PAY COBRA PREMIUMS ON) MEDICAL AND DENTAL
BENEFITS ON THE SAME TERMS AND CONDITIONS AS WOULD HAVE BEEN MADE AVAILABLE TO
YOU HAD YOU REMAINED EMPLOYED BY THE COMPANY DURING SUCH PERIOD.
EXCEPT AS
EXPRESSLY PROVIDED IN THE PRECEDING SENTENCE, OR ELSEWHERE IN THIS AGREEMENT OR
UNDER THE TERMS OF ANY WRITTEN OPTION OR STOCK BONUS AGREEMENT BETWEEN THE
PARTIES, IN THE EVENT OF THE TERMINATION OF THIS AGREEMENT OR YOUR EMPLOYMENT
FOR ANY REASON, THE COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO YOU HEREUNDER
OR WITH RESPECT TO YOUR EMPLOYMENT FROM THE EFFECTIVE DATE OF TERMINATION.
"CAUSE" SHALL MEAN THE OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS:
(I) YOUR WILLFUL FAILURE OR GROSS NEGLIGENCE IN PERFORMANCE OF YOUR DUTIES OR
COMPLIANCE WITH THE REASONABLE DIRECTIONS OF THE CEO OR THE DESIGNEE THAT
REMAINS UNREMEDIED FOR A PERIOD OF TWENTY (20) DAYS AFTER THE CEO OR THE
DESIGNEE HAS GIVEN WRITTEN NOTICE SPECIFYING IN REASONABLE DETAIL YOUR FAILURE
TO PERFORM SUCH DUTIES OR COMPLY WITH SUCH DIRECTIONS; (II) YOUR FAILURE TO
COMPLY WITH A MATERIAL EMPLOYMENT POLICY OF THE COMPANY THAT REMAINS UNREMEDIED
FOR A PERIOD OF TWENTY (20) DAYS AFTER THE CEO OR THE DESIGNEE HAS GIVEN WRITTEN
NOTICE TO YOU SPECIFYING IN REASONABLE DETAIL YOUR FAILURE TO COMPLY; OR (III)
YOUR COMMISSION OF (A) A FELONY, (B) CRIMINAL DISHONESTY OR (C) FRAUD.
4.
YOU ACKNOWLEDGE THAT YOU HAVE NOT
RELIED ON ANY REPRESENTATION NOT SET FORTH IN THIS AGREEMENT.
YOU REPRESENT
THAT YOU ARE FREE TO ENTER INTO THIS EMPLOYMENT ARRANGEMENT AND THAT YOU ARE NOT
BOUND BY ANY RESTRICTIVE COVENANTS OR SIMILAR PROVISIONS RESTRICTING THE
PERFORMANCE OF YOUR DUTIES HEREUNDER.
5.
IN THE EVENT OF THE TERMINATION OF YOUR
EMPLOYMENT BY THE COMPANY