OF SHARES OF COMPANY COMMON STOCK UNDERLYING THE
RSUS SHALL BE 400,000.
THE TERMS OF THE OPTION WILL BE AS SET FORTH IN THE FORM
OF OPTION AGREEMENT, THE TERMS OF THE RSUS SHALL BE SET FORTH IN THE FORM OF
RESTRICTED STOCK UNIT AGREEMENT AND EACH SHALL BE SUBJECT TO THE PLAN, EACH AS
ATTACHED HERETO AS EXHIBITS B-1, B-2, AND B-3 RESPECTIVELY.
(D)
THE COMPANY SHALL ALSO PAY EXECUTIVE UPON
THE DATE OF EXECUTION OF THIS AGREEMENT THE SUM OF $120,000 IN RECOGNITION OF
EXPENSES HE WILL INCUR IN CONNECTION WITH HIS RELOCATION AND COMMENCEMENT OF
EMPLOYMENT HEREUNDER AND AN ADDITIONAL $120,000 ONCE EXECUTIVE COMPLETES HIS
RELOCATION.
EXECUTIVE SHALL SUBMIT DOCUMENTATION SUPPORTING THE EXPENSES
ASSOCIATED WITH HIS RELOCATION AND COMMENCEMENT OF EMPLOYMENT HEREUNDER AS SOON
AS REASONABLY PRACTICABLE FOLLOWING INCURRENCE OF SUCH EXPENSES.
TO THE EXTENT
DOCUMENTATION THAT IS SUBMITTED TO THE COMPANY TOTALS LESS THAN $240,000, THE
AMOUNT BY WHICH $240,000 EXCEEDS THE AMOUNT OF SUCH DOCUMENTED EXPENSES WILL BE
REPORTED BY THE COMPANY AS INCOME TO EXECUTIVE.
(E)
DURING THE EMPLOYMENT PERIOD, THE COMPANY
SHALL REIMBURSE EXECUTIVE FOR ALL REASONABLE BUSINESS EXPENSES INCURRED BY HIM
IN THE COURSE OF PERFORMING HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT
WHICH ARE CONSISTENT WITH THE COMPANY'S POLICIES IN EFFECT FROM TIME TO TIME
WITH RESPECT TO TRAVEL, ENTERTAINMENT AND OTHER BUSINESS EXPENSES, SUBJECT TO
THE COMPANY'S REQUIREMENTS WITH RESPECT TO REPORTING AND DOCUMENTATION OF SUCH
EXPENSES.
(F)
ALL AMOUNTS PAYABLE TO EXECUTIVE
HEREUNDER SHALL BE SUBJECT TO ALL REQUIRED AND CUSTOMARY WITHHOLDING BY THE
COMPANY AND ITS SUBSIDIARIES.
4.
TERMINATION.
(A)
THE EMPLOYMENT PERIOD SHALL BEGIN ON THE
DATE OF THIS AGREEMENT AND CONTINUE UNTIL THE EMPLOYMENT PERIOD IS TERMINATED BY
(I) EXECUTIVE'S RESIGNATION (WITH OR WITHOUT GOOD REASON, AS DEFINED BELOW) OR
DEATH OR DISABILITY (AS DEFINED BELOW) AS PROVIDED HEREIN OR (II) THE COMPANY AT
ANY TIME PRIOR TO SUCH DATE WITH OR WITHOUT CAUSE (AS DEFINED BELOW).
EXCEPT AS
OTHERWISE PROVIDED HEREIN, ANY TERMINATION OF THE EMPLOYMENT PERIOD BY THE
COMPANY SHALL BE EFFECTIVE AS SPECIFIED IN A WRITTEN NOTICE FROM THE COMPANY TO
EXECUTIVE; PROVIDED THAT, THE COMPANY SHALL PROVIDE AT LEAST THIRTY (30) DAYS
ADVANCED NOTICE TO EXECUTIVE IN THE EVENT THE COMPANY TERMINATES EXECUTIVE'S
EMPLOYMENT WITHOUT CAUSE.
EXECUTIVE SHALL PROVIDE AT LEAST THIRTY (30) DAYS
ADVANCED WRITTEN NOTICE OF EXECUTIVE'S RESIGNATION OF EMPLOYMENT, WITH OR
WITHOUT GOOD REASON (AS DEFINED BELOW), TO THE BOARD.
FOR THE AVOIDANCE OF
DOUBT, SUBJECT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT, INCLUDING THIS
SECTION 4, THE EMPLOYMENT PERIOD MAY BE TERMINATED BY EITHER THE COMPANY OR
EXECUTIVE AT ANY TIME.
3
(B)
IF THE EMPLOYMENT PERIOD IS TERMINATED BY
THE COMPANY WITHOUT CAUSE, OR AS A RESULT OF EXECUTIVE'S RESIGNATION WITH GOOD
REASON, EXECUTIVE SHALL BE ENTITLED TO:
(I)
CONTINUE TO RECEIVE HIS BASE SALARY
(PAID IN ACCORDANCE WITH THE COMPANY'S GENERAL PAYROLL PRACTICES IN EFFECT ON
THE TERMINATION DATE) AS SPECIAL SEVERANCE PAYMENTS FROM THE DATE OF TERMINATION
FOR A PERIOD OF TWELVE (12)