MAY HAVE BEEN MADE TO THE EXECUTIVE SHALL BE
SUPERSEDED BY THIS AGREEMENT.
THIS AGREEMENT SHALL CONSTITUTE THE FULL AND
COMPLETE AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY ON THE "AT WILL" NATURE
OF THE EXECUTIVE'S EMPLOYMENT, WHICH MAY ONLY BE CHANGED IN AN EXPRESS WRITTEN
AGREEMENT SIGNED BY THE EXECUTIVE AND A DULY AUTHORIZED OFFICER OF THE COMPANY.
(B)
TERMINATION.
THE COMPANY MAY TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY
TIME AND FOR ANY REASON (OR NO REASON), AND WITH OR WITHOUT CAUSE, BY GIVING THE
EXECUTIVE NOTICE IN WRITING.
THE EXECUTIVE MAY TERMINATE HIS EMPLOYMENT BY
GIVING THE COMPANY FOURTEEN (14) DAYS ADVANCE NOTICE IN WRITING.
THE
EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AUTOMATICALLY IN THE EVENT OF HIS DEATH
OR PERMANENT DISABILITY.
FOR PURPOSES OF THIS AGREEMENT, "PERMANENT DISABILITY"
SHALL MEAN THAT THE EXECUTIVE HAS BECOME SO PHYSICALLY OR MENTALLY DISABLED AS
TO BE INCAPABLE OF SATISFACTORILY PERFORMING THE DUTIES UNDER THIS AGREEMENT FOR
A PERIOD OF ONE HUNDRED EIGHTY (180) CONSECUTIVE CALENDAR DAYS.
(C)
RIGHTS UPON TERMINATION.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6, UPON
THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT PURSUANT TO THIS SECTION 5, THE
EXECUTIVE SHALL ONLY BE ENTITLED TO THE COMPENSATION, BENEFITS AND
REIMBURSEMENTS DESCRIBED IN SECTIONS 2, 3 AND 4 FOR THE PERIOD PRECEDING THE
EFFECTIVE DATE OF THE TERMINATION.
THE PAYMENTS UNDER THIS AGREEMENT SHALL
FULLY DISCHARGE ALL RESPONSIBILITIES OF THE COMPANY TO THE EXECUTIVE.
(D)
TERMINATION OF AGREEMENT.
THE TERMINATION OF THIS AGREEMENT SHALL NOT
LIMIT OR OTHERWISE AFFECT ANY OF THE EXECUTIVE'S OBLIGATIONS UNDER SECTION 7.
6.
TERMINATION BENEFITS.
(A)
GENERAL RELEASE.
ANY OTHER PROVISION OF THIS AGREEMENT NOTWITHSTANDING,
SUBSECTIONS (B), (C) OR (D) BELOW SHALL NOT APPLY UNLESS THE EXECUTIVE (I) HAS
EXECUTED A GENERAL RELEASE IN A FORM PRESCRIBED BY THE COMPANY OF ALL KNOWN AND
UNKNOWN CLAIMS THAT HE MAY THEN HAVE AGAINST THE COMPANY OR PERSONS AFFILIATED
WITH THE COMPANY, AND (II) HAS AGREED NOT TO PROSECUTE ANY LEGAL ACTION OR OTHER
PROCEEDING BASED UPON ANY OF SUCH CLAIMS.
(B)
TERMINATION WITHOUT CAUSE.
IF, DURING THE TERM OF THIS AGREEMENT, THE
EXECUTIVE'S EMPLOYMENT IS TERMINATED FOR ANY REASON OTHER THAN CAUSE, AND NOT IN
CONNECTION WITH A CHANGE OF CONTROL AS ADDRESSED BY SUBSECTION (C) BELOW, THEN
THE COMPANY SHALL PAY THE EXECUTIVE, AN AMOUNT EQUAL TO:
(I) THE THEN CURRENT
YEAR'S TARGET BONUS PRORATED FOR THE NUMBER OF DAYS OF EXECUTIVE IS EMPLOYED IN
SAID YEAR, PAYABLE IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE DATE OF
TERMINATION OF EMPLOYMENT; (II) TWENTY-FOUR (24) MONTHS' BASE SALARY, PAYABLE IN
EQUAL INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S STANDARD PAYROLL SCHEDULE;
AND (III) THE GREATER OF ONE HUNDRED FIFTY PERCENT (150%) OF THE THEN CURRENT
YEAR'S TARGET BONUS OR THE ACTUAL PRIOR YEAR'S BONUS, PAYABLE IN A LUMP SUM ON
THE ONE YEAR ANNIVERSARY OF TERMINATION OF EMPLOYMENT.
THE EXECUTIVE'S BASE
SALARY SHALL BE PAID AT THE RATE IN EFFECT AT THE TIME OF THE TERMINATION OF
EMPLOYMENT.
3
(C)
UPON A CHANGE OF CONTROL. IN