basis, it being understood that any increases in compensation shall be subject
to the sole discretion of the CEO and the Compensation Committee.
3.
YOU MAY TERMINATE THIS AGREEMENT AT ANY
TIME UPON 60 DAYS' PRIOR WRITTEN NOTICE.
THE COMPANY MAY TERMINATE THIS
AGREEMENT AT ANY TIME UPON WRITTEN NOTICE. THIS AGREEMENT SHALL ALSO TERMINATE
AUTOMATICALLY IN THE EVENT YOU SHOULD DIE OR, IN THE REASONABLE DETERMINATION OF
THE COMPANY, BECOME UNABLE TO PERFORM BY REASON OF PHYSICAL OR MENTAL
INCOMPETENCY YOUR OBLIGATIONS HEREUNDER FOR A PERIOD OF 120 DAYS IN ANY 365-DAY
PERIOD. IT IS UNDERSTOOD AND AGREED THAT IN THE EVENT THAT THIS AGREEMENT IS:
(X) TERMINATED BY THE COMPANY IN ACCORDANCE WITH THE SECOND SENTENCE OF THIS
SECTION 3 OTHER THAN FOR CAUSE (AS DEFINED BELOW), OR
(Y) IS NOT RENEWED BY VIRTUE OF THE COMPANY PROVIDING THE NOTICE OF NONRENEWAL
DESCRIBED IN SECTION 1 ABOVE,
THEN SUBJECT TO (I) YOUR EXECUTION AND DELIVERY OF THE COMPANY'S THEN CURRENT
FORM OF SEPARATION AGREEMENT AND GENERAL RELEASE APPLICABLE TO SIMILARLY
SITUATED EMPLOYEES AND (II) THE EXPIRATION OF ANY RESCISSION PERIOD PROVIDED
THEREBY (WITHOUT THE RESCISSION HAVING BEEN EXERCISED), YOU SHALL, AS YOUR SOLE
AND EXCLUSIVE REMEDY, BE ENTITLED TO (I) RECEIVE SEVERANCE EQUAL TO TWO TIMES
YOUR THEN APPLICABLE ANNUAL BASE SALARY, PAYABLE OVER A PERIOD OF TWENTY FOUR
MONTHS IN REGULAR INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S APPLICABLE
PAYROLL PRACTICE FOR SALARIED EMPLOYEES, AND (II) FOR A PERIOD OF 18 MONTHS
AFTER THE EFFECTIVE DATE OF TERMINATION OF YOUR EMPLOYMENT, HAVE THE COMPANY
MAKE AVAILABLE TO YOU (AND/OR PAY COBRA PREMIUMS ON) MEDICAL AND DENTAL BENEFITS
ON THE SAME TERMS AND CONDITIONS AS WOULD HAVE BEEN MADE AVAILABLE TO YOU HAD
YOU REMAINED EMPLOYED BY THE COMPANY DURING SUCH PERIOD. THE COMPANY MAY
ACCELERATE THE TIMING OF ANY PAYMENT PAYABLE TO YOU UNDER THIS AGREEMENT IN THE
EVENT THE COMPANY DETERMINES THAT SUCH ACCELERATION WOULD MINIMIZE OR ELIMINATE
THE RISK THAT ANY PAYMENT TO YOU HEREUNDER WOULD BE DEEMED TO VIOLATE
SECTION 409 OF THE INTERNAL REVENUE CODE OF 1986, AS IT MAY BE AMENDED FROM TIME
TO TIME. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 3 SENTENCE, IN THE EVENT
OF THE TERMINATION OF THIS AGREEMENT OR YOUR EMPLOYMENT FOR ANY REASON, THE
COMPANY SHALL HAVE NO FURTHER OBLIGATIONS TO YOU HEREUNDER OR WITH RESPECT TO
YOUR EMPLOYMENT FROM THE EFFECTIVE DATE OF TERMINATION. "CAUSE" SHALL MEAN THE
OCCURRENCE OF ANY ONE OR MORE OF THE FOLLOWING EVENTS:
(I) YOUR WILLFUL FAILURE
OR GROSS NEGLIGENCE IN PERFORMANCE OF YOUR DUTIES OR COMPLIANCE WITH THE
REASONABLE DIRECTIONS OF THE CEO OR THE DESIGNEE THAT REMAINS UNREMEDIED FOR A
PERIOD OF TWENTY (20) DAYS AFTER THE CEO OR THE DESIGNEE HAS GIVEN WRITTEN
NOTICE SPECIFYING IN REASONABLE DETAIL YOUR FAILURE TO PERFORM SUCH DUTIES OR
COMPLY WITH SUCH DIRECTIONS; (II) YOUR FAILURE TO COMPLY WITH A MATERIAL
EMPLOYMENT POLICY OF THE COMPANY THAT REMAINS UNREMEDIED FOR A PERIOD OF TWENTY
(20) DAYS AFTER THE CEO OR THE DESIGNEE