OF THE TERMINATION DATE, PROVIDED, HOWEVER,
THAT ANY SUCH OPTIONS MAY NOT BE EXERCISED DURING THE SEVERANCE PERIOD UNTIL THE
SAME TIME(S) AS SUCH OPTIONS WOULD HAVE VESTED HAD EXECUTIVE CONTINUED TO BE
EMPLOYED THROUGH THE SEVERANCE PERIOD.
EACH SUCH OPTION, AND ANY OTHER STOCK
OPTION THAT WAS ALREADY VESTED IMMEDIATELY PRIOR TO THE TERMINATION DATE, WILL
SURVIVE UNTIL THE LATER OF (A) THE END OF THE POST-TERMINATION EXERCISE PERIOD
OTHERWISE APPLICABLE UNDER THE TERMS OF THAT OPTION, OR (B) THE END OF THE
120TH DAY FOLLOWING THE END OF THE SEVERANCE PERIOD (BUT IN EITHER CASE, NO
LATER THAN THE END OF THE FULL ORIGINAL OPTION TERM).
ANY OTHERWISE UNVESTED
OPTION OR EQUITY INCENTIVE AWARD THAT WOULD NOT HAVE VESTED DURING THE SEVERANCE
PERIOD SHALL TERMINATE ON THE TERMINATION DATE.
(C)
RELEASE AGREEMENT.
EXECUTIVE'S ENTITLEMENT
TO ANY SEVERANCE PAY AND BENEFIT SUBSIDIES UNDER SECTION 3(B) IS CONDITIONED
UPON EXECUTIVE'S FIRST ENTERING INTO A RELEASE AGREEMENT IN SUBSTANTIALLY THE
FORM ATTACHED HERETO AS EXHIBIT "A"; PROVIDED, SUCH RELEASE AGREEMENT SHALL BE
DELIVERED TO EXECUTIVE WITHIN 7 DAYS AFTER THE TERMINATION DATE.
TO PROVIDE
SUFFICIENT TIME FOR EXECUTIVE TO REVIEW SUCH RELEASE, AND FOR SUCH RELEASE TO
BECOME IRREVOCABLE ONCE EXECUTED AND DELIVERED, ANY PAYMENT OF SEVERANCE PAY OR
BENEFIT SUBSIDIES SOONER DUE UNDER SUBSECTION (B) HEREOF SHALL BE DELAYED UNTIL
THE 35TH DAY FOLLOWING THE TERMINATION DATE.
(D)
NO OTHER PAYMENTS OR BENEFITS.
EXCEPT AS
OTHERWISE PROVIDED IN THIS SECTION 3.4, SECTION 8 OR SECTION 9, NO OTHER
PAYMENTS OR BENEFITS SHALL BE DUE UNDER THIS AGREEMENT TO EXECUTIVE.
3.5.
NOTICE OF TERMINATION.
ANY TERMINATION OF
EXECUTIVE'S EMPLOYMENT SHALL BE COMMUNICATED BY A WRITTEN NOTICE OF TERMINATION
DELIVERED WITHIN THE TIME PERIOD SPECIFIED IN THIS SECTION 3.
THE NOTICE OF
TERMINATION SHALL (I) INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS
AGREEMENT RELIED UPON, (II) BRIEFLY SUMMARIZE THE FACTS AND CIRCUMSTANCES DEEMED
TO PROVIDE A BASIS FOR A TERMINATION OF EMPLOYMENT AND THE APPLICABLE PROVISION
HEREOF, AND (III) SPECIFY THE TERMINATION DATE IN ACCORDANCE WITH THE
REQUIREMENTS OF THIS AGREEMENT.
4.
NO CONFLICTS OF INTEREST.
EXECUTIVE
AGREES THAT THROUGHOUT THE PERIOD OF EXECUTIVE'S EMPLOYMENT HEREUNDER OR
OTHERWISE, EXECUTIVE WILL NOT PERFORM ANY ACTIVITIES OR SERVICES, OR ACCEPT
OTHER EMPLOYMENT THAT WOULD MATERIALLY INTERFERE WITH OR PRESENT A CONFLICT OF
INTEREST CONCERNING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
EXECUTIVE AGREES
AND ACKNOWLEDGES THAT EXECUTIVE'S EMPLOYMENT BY THE COMPANY IS CONDITIONED UPON
EXECUTIVE ADHERING TO AND COMPLYING WITH THE BUSINESS PRACTICES AND REQUIREMENTS
OF ETHICAL CONDUCT SET FORTH IN WRITING FROM TIME TO TIME BY THE COMPANY IN ITS
EMPLOYEE MANUAL OR SIMILAR PUBLICATION.
EXECUTIVE REPRESENTS AND WARRANTS THAT
NO OTHER CONTRACT, AGREEMENT OR UNDERSTANDING TO WHICH EXECUTIVE IS A PARTY OR
MAY BE SUBJECT WILL BE VIOLATED BY THE EXECUTION OF THIS AGREEMENT BY EXECUTIVE.
5.
CONFIDENTIALITY.
EXECUTIVE RECOGNIZES
AND ACKNOWLEDGES THAT EXECUTIVE WILL HAVE ACCESS TO CERTAIN CONFIDENTIAL
INFORMATION OF THE COMPANY AND THAT SUCH INFORMATION CONSTITUTES VALUABLE,
SPECIAL AND UNIQUE PROPERTY OF THE COMPANY (INCLUDING, BUT NOT LIMITED TO,
INFORMATION SUCH