CUSTOMARY FRINGE BENEFITS.
EXECUTIVE WILL BE ELIGIBLE FOR ALL
CUSTOMARY AND USUAL FRINGE BENEFITS GENERALLY AVAILABLE TO EXECUTIVES OF COMPANY
SUBJECT TO THE TERMS AND CONDITIONS OF COMPANY'S BENEFIT PLAN DOCUMENTS.
COMPANY RESERVES THE RIGHT TO CHANGE OR ELIMINATE THE FRINGE BENEFITS ON A
PROSPECTIVE BASIS, AT ANY TIME, EFFECTIVE UPON NOTICE TO EXECUTIVE.
6.
BUSINESS EXPENSES.
EXECUTIVE WILL BE REIMBURSED FOR ALL
REASONABLE, OUT-OF-POCKET BUSINESS EXPENSES INCURRED IN THE PERFORMANCE OF
EXECUTIVE'S DUTIES ON BEHALF OF COMPANY.
TO OBTAIN REIMBURSEMENT, EXPENSES MUST
BE SUBMITTED PROMPTLY WITH APPROPRIATE SUPPORTING DOCUMENTATION IN ACCORDANCE
WITH COMPANY'S POLICIES.
7.
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
7.1
TERMINATION FOR CAUSE BY COMPANY.
ALTHOUGH COMPANY ANTICIPATES A
MUTUALLY REWARDING EMPLOYMENT RELATIONSHIP WITH EXECUTIVE, COMPANY MAY TERMINATE
EXECUTIVE'S EMPLOYMENT IMMEDIATELY AT ANY TIME FOR CAUSE.
FOR PURPOSES OF THIS
AGREEMENT, "CAUSE" IS DEFINED AS: (A) ACTS OR OMISSIONS CONSTITUTING GROSS
NEGLIGENCE, RECKLESSNESS OR WILLFUL MISCONDUCT ON THE PART OF EXECUTIVE WITH
RESPECT TO EXECUTIVE'S OBLIGATIONS OR OTHERWISE RELATING TO THE BUSINESS OF
COMPANY; (B) EXECUTIVE'S MATERIAL BREACH OF THIS AGREEMENT OR COMPANY'S
INVENTION AND NON-DISCLOSURE AND ARBITRATION AGREEMENT; (C) EXECUTIVE'S
CONVICTION OR ENTRY OF A PLEA OF NOLO CONTENDERE FOR FRAUD, MISAPPROPRIATION OR
EMBEZZLEMENT, OR ANY FELONY OR CRIME OF MORAL TURPITUDE OR DISHONESTY; (D)
EXECUTIVE'S WILLFUL NEGLECT OF DUTIES AS DETERMINED IN THE SOLE AND EXCLUSIVE
DISCRETION OF THE BOARD OF DIRECTORS; (E)
EXECUTIVE'S FAILURE TO PERFORM THE
ESSENTIAL FUNCTIONS OF EXECUTIVE'S POSITION, WITH OR WITHOUT REASONABLE
ACCOMMODATION, DUE TO A MENTAL OR PHYSICAL DISABILITY; (F) MISCONDUCT BY
EXECUTIVE THAT MATERIALLY JEOPARDIZES THE COMPANY'S RIGHT OR ABILITY TO OPERATE
ITS BUSINESS; (G) EXECUTIVE'S VIOLATION OF ANY OF THE COMPANY'S MATERIAL
POLICIES OR PROCEDURES, INCLUDING WITHOUT LIMITATION, COMPANY'S EQUAL EMPLOYMENT
OPPORTUNITY AND ANTI-HARASSMENT POLICIES; OR (H)
EXECUTIVE'S DEATH.
IN THE
EVENT EXECUTIVE'S EMPLOYMENT IS TERMINATED IN ACCORDANCE WITH THIS SUBSECTION
7.1, EXECUTIVE SHALL BE ENTITLED TO RECEIVE ONLY THE BASE SALARY THEN IN EFFECT,
PRORATED TO THE DATE OF TERMINATION.
ALL OTHER COMPANY OBLIGATIONS TO EXECUTIVE
PURSUANT TO THIS AGREEMENT WILL BECOME AUTOMATICALLY TERMINATED AND COMPLETELY
EXTINGUISHED.
EXECUTIVE WILL NOT BE ENTITLED TO RECEIVE THE SEVERANCE PAYMENT
DESCRIBED IN SUBSECTION 7.2 BELOW.
7.2
TERMINATION WITHOUT CAUSE BY COMPANY/SEVERANCE.
EXECUTIVE'S
EMPLOYMENT IS AT-WILL AND COMPANY CAN TERMINATE THE EMPLOYMENT RELATIONSHIP AT
ANY TIME WITHOUT CAUSE.
IN THE EVENT OF SUCH TERMINATION WITHOUT CAUSE,
EXECUTIVE WILL RECEIVE THE BASE SALARY THEN IN EFFECT, PRORATED TO THE DATE OF
TERMINATION, AND A "SEVERANCE PAYMENT" EQUIVALENT TO ONE YEAR OF EXECUTIVE'S
BASE SALARY THEN IN EFFECT ON THE DATE OF TERMINATION, PAYABLE IN ACCORDANCE
WITH COMPANY'S REGULAR PAYROLL CYCLE, PROVIDED THAT EXECUTIVE:
(A) COMPLIES
WITH ALL SURVIVING PROVISIONS OF THIS AGREEMENT AS SPECIFIED IN SUBSECTION 13.8
BELOW; (B) EXECUTES A FULL GENERAL RELEASE ACCEPTABLE TO COMPANY, RELEASING ALL
CLAIMS, KNOWN OR UNKNOWN, THAT EXECUTIVE MAY HAVE AGAINST COMPANY ARISING OUT OF
OR ANY WAY RELATED TO EXECUTIVE'S EMPLOYMENT OR TERMINATION OF EMPLOYMENT WITH
COMPANY; (C) AGREES TO PROVIDE TRANSITION ASSISTANCE TO
2
COMPANY, WITHOUT FURTHER COMPENSATION, FOR 3 MONTHS FOLLOWING THE