TWELVE
(12) MONTHS OF SERVICE, CALCULATED AS IF SUCH RSU AWARD AND ANY OTHER SUCH
EQUITY AWARDS VESTED ON A MONTHLY BASIS; PROVIDED HOWEVER, THAT IN NO EVENT WILL
THE NUMBER OF SHARES WHICH VEST ON SUCH AN ACCELERATED BASIS WITH RESPECT TO ANY
PARTICULAR EQUITY GRANT EXCEED THE NUMBER OF SHARES UNVESTED IMMEDIATELY PRIOR
TO THE DATE OF SUCH TERMINATION WITH RESPECT TO SUCH GRANT.
FOR PURPOSES OF
THIS LETTER AGREEMENT, "DISABILITY" MEANS YOUR INABILITY TO ENGAGE IN ANY
SUBSTANTIAL GAINFUL ACTIVITY NECESSARY TO PERFORM YOUR DUTIES HEREUNDER BY
REASON OF ANY MEDICALLY DETERMINABLE PHYSICAL OR MENTAL IMPAIRMENT WHICH CAN BE
EXPECTED TO RESULT IN DEATH OR WHICH HAS LASTED, OR CAN BE EXPECTED TO LAST, FOR
A CONTINUOUS PERIOD OF NOT LESS THAN TWELVE (12) MONTHS.
(E)
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS SET FORTH IN
THIS SECTION 4 AND THE TERMS SET FORTH IN THE AGREEMENT EVIDENCING YOUR RSU
AWARD, THE TERMS SET FORTH IN THIS LETTER AGREEMENT WILL CONTROL. THE PROVISIONS
OF THIS SECTION 4 AND SECTION 7 WILL APPLY TO THE RSU AWARD AND PRIOR EQUITY
AWARDS REFERRED TO HEREIN, AND WILL ALSO APPLY TO FUTURE EQUITY AWARDS, EXCEPT
TO THE EXTENT SPECIFICALLY STATED IN THE APPLICABLE AWARD AGREEMENT OR IN A
RESOLUTION OF THE BOARD OF DIRECTORS.
5.
POLICIES; PROCEDURES; PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT.
AS AN EMPLOYEE OF THE COMPANY, YOU WILL BE EXPECTED TO ABIDE BY ALL
OF THE COMPANY'S POLICIES AND PROCEDURES, INCLUDING (WITHOUT LIMITATION) THE
TERMS OF THE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT BETWEEN YOU AND
THE COMPANY (A COPY OF WHICH IS ATTACHED HERETO AS APPENDIX A AND WHICH IS
INCORPORATED HEREIN BY REFERENCE), THE INSIDER TRADING POLICY, THE CODE OF
ETHICS AND THE EMPLOYEE HANDBOOK.
6.
AT WILL EMPLOYMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, YOUR EMPLOYMENT WITH THE COMPANY WILL BE "AT WILL" AND WILL
NOT BE FOR ANY SPECIFIED TERM, MEANING THAT EITHER YOU OR THE COMPANY WILL BE
ENTITLED TO TERMINATE YOUR EMPLOYMENT AT ANY TIME AND FOR ANY REASON, WITH OR
WITHOUT CAUSE OR ADVANCE NOTICE.
ANY CONTRARY REPRESENTATIONS THAT MAY HAVE
BEEN MADE TO YOU ARE SUPERSEDED BY THE TERMS SET FORTH IN THIS LETTER
AGREEMENT.
THIS IS THE FULL AND COMPLETE AGREEMENT BETWEEN YOU AND THE COMPANY
ON THIS SUBJECT.
ALTHOUGH YOUR JOB DUTIES, TITLE, COMPENSATION AND BENEFITS, AS
WELL AS THE COMPANY'S PERSONNEL POLICIES AND PROCEDURES, MAY CHANGE FROM TIME TO
TIME, THE "AT WILL" NATURE OF YOUR EMPLOYMENT MAY ONLY BE CHANGED IN AN EXPRESS
WRITTEN AGREEMENT SIGNED BY YOU AND THE CHIEF EXECUTIVE OFFICER OF THE COMPANY
AND APPROVED BY THE BOARD OF DIRECTORS.
3
7.
SEPARATION FROM SERVICE.
(A)
TERMINATION BY YOU.
IF YOU TERMINATE YOUR
EMPLOYMENT WITH THE
COMPANY FOR ANY REASON OTHER THAN AS A RESULT OF YOUR DEATH OR DISABILITY OR
YOUR RESIGNATION FOR "GOOD REASON" (AS DEFINED BELOW), THEN ALL OBLIGATIONS OF
THE COMPANY AS SET FORTH IN THIS LETTER AGREEMENT WILL CEASE, OTHER THAN THE
OBLIGATION TO PAY