(C) IN
ADDITION TO ANY RIGHTS YOU HAVE WITH RESPECT TO THE RESTRICTED STOCK AWARD UNDER
PARAGRAPH 4 OF THIS AGREEMENT, (1) ANY OUTSTANDING EQUITY AWARDS SHALL BECOME
FULLY VESTED AND EXERCISABLE AND ANY RESTRICTIONS THEREON SHALL LAPSE EFFECTIVE
AS OF YOUR DATE OF TERMINATION (PROVIDED THAT ANY DELAYS IN PAYMENT OR
SETTLEMENT SET FORTH IN SUCH GRANT OR AWARD AGREEMENTS THAT ARE REQUIRED UNDER
SECTION 409A SHALL REMAIN EFFECTIVE) AND (2) ANY STOCK OPTIONS OUTSTANDING AS OF
YOUR DATE OF TERMINATION SHALL REMAIN EXERCISABLE FOR THE REMAINDER OF THE
RESPECTIVE TERMS OF SUCH STOCK OPTIONS (TAKING INTO ACCOUNT ANY PROVISIONS OF
THE EQUITY INCENTIVE PLAN OR OPTION AGREEMENTS THAT CAUSE THEM TO EXPIRE OR BE
REPLACED IN CONNECTION WITH CHANGES IN CONTROL OR SIMILAR EVENTS) (CLAUSES
(1) AND (2) COLLECTIVELY REFERRED TO HEREIN AS THE "EQUITY BENEFITS").
B.
DEATH OR DISABILITY.
YOUR EMPLOYMENT SHALL TERMINATE ON YOUR
DEATH.
IF YOU BECOME "DISABLED," THE COMPANY MAY TERMINATE YOUR EMPLOYMENT BY
GIVING YOU THIRTY (30) DAYS' WRITTEN NOTICE OF ITS INTENTION TO DO SO UNLESS YOU
RETURN TO FULL-TIME PERFORMANCE OF YOUR
4
DUTIES WITHIN SUCH THIRTY (30)-DAY PERIOD.
"DISABLED" AND "DISABILITY," AS USED
HEREIN, SHALL MEAN YOUR INABILITY TO PERFORM THE ESSENTIAL DUTIES AND
RESPONSIBILITIES OF YOUR JOB WITH OR WITHOUT REASONABLE ACCOMMODATION, FOR A
CONTINUOUS PERIOD OF NINETY (90) DAYS OR MORE, OR FOR ONE HUNDRED TWENTY (120)
DAYS OR MORE IN A TWELVE (12)-MONTH PERIOD, DUE TO A PHYSICAL OR MENTAL
CONDITION.
DISPUTES ON THE ISSUES OF DISABILITY SHALL BE DETERMINED BY AN
IMPARTIAL, REPUTABLE PHYSICIAN AGREED UPON BY THE PARTIES OR THEIR RESPECTIVE
DOCTORS.
UPON TERMINATION UNDER THIS PARAGRAPH 5B, IN ADDITION TO ANY RIGHTS
YOU HAVE UNDER PARAGRAPH 4 OF THIS AGREEMENT, YOU OR YOUR ESTATE SHALL BE
ENTITLED TO RECEIVE (I) THE ACCRUED OBLIGATIONS AND (II) THE EQUITY BENEFITS.
C.
TERMINATION FOR CAUSE.
THE COMPANY MAY TERMINATE YOUR EMPLOYMENT
WITH OR WITHOUT CAUSE.
UPON TERMINATION OF EMPLOYMENT FOR CAUSE, YOU SHALL BE
ENTITLED TO RECEIVE ONLY THAT PORTION OF YOUR BASE SALARY EARNED, BUT UNPAID, AS
OF THE DATE OF TERMINATION, PAYABLE NO LATER THAN THIRTY (30) DAYS AFTER YOUR
DATE OF TERMINATION.
FOR PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN THE
OCCURRENCE OF AN EVENT SET FORTH IN CLAUSES (I) THROUGH (IV) BELOW AS DETERMINED
BY THE COMPANY IN GOOD FAITH:
I.
YOUR CONVICTION OF ANY CRIME (WHETHER OR NOT RELATED TO YOUR
DUTIES AT THE BD SUBSIDIARY), WITH THE EXCEPTION OF MINOR TRAFFIC OFFENSES;
II.
FRAUD, DISHONESTY, GROSS NEGLIGENCE OR SUBSTANTIAL MISCONDUCT IN
THE PERFORMANCE OF YOUR DUTIES AND RESPONSIBILITIES OF YOUR EMPLOYMENT;
III.
YOUR MATERIAL VIOLATION OF OR FAILURE TO COMPLY WITH THE
COMPANY'S INTERNAL POLICIES OR THE RULES AND REGULATIONS OF ANY REGULATORY OR
SELF-REGULATORY ORGANIZATION WITH JURISDICTION OVER THE BD SUBSIDIARY;
IV.
YOUR FAILURE TO PERFORM THE MATERIAL DUTIES OF YOUR POSITION.
In the case of clauses (ii) through (iv) above, to the extent your alleged
breach is reasonably subject to cure, your employment shall not be terminated
for