EMPLOYMENT.
IN THE EVENT OF SUCH
TERMINATION OF EMPLOYMENT, YOU SHALL BECOME IMMEDIATELY VESTED IN ALL YOUR
OUTSTANDING STOCK OPTIONS AND RSUS, AND FOR EIGHTEEN (18) MONTHS FOLLOWING
TERMINATION OF EMPLOYMENT THE COMPANY SHALL PAY, NO LESS FREQUENTLY THAN
MONTHLY, ALL COSTS OF HEALTH CARE CONTINUATION COVERAGE FOR WHICH YOU AND YOUR
SPOUSE AND DEPENDENTS ARE ELIGIBLE UNDER THE CONSOLIDATED OMNIBUS BUDGET
RECONCILIATION ACT OF 1986.
(C)
IF YOU HAVE A TERMINATION
OF EMPLOYMENT ON ACCOUNT OF YOUR DEATH OR YOUR TOTAL DISABILITY, YOU SHALL BE
PAID (I) ONE HUNDRED PERCENT (100%) OF YOUR BASE SALARY AS OF THE EFFECTIVE DATE
OF YOUR TERMINATION OF EMPLOYMENT, SUCH AMOUNT TO BE PAID IN A LUMP SUM AS SOON
AS ADMINISTRATIVELY PRACTICABLE (AND WITHIN THIRTY (30) DAYS) AFTER YOUR
TERMINATION OF EMPLOYMENT (SUBJECT TO ANY DELAY IN PAYMENTS THAT MAY BE REQUIRED
BY SECTION 19), AND (II) YOUR ANNUAL TARGET BONUS FOR THE YEAR IN WHICH YOUR
TERMINATION OF EMPLOYMENT OCCURS, SUCH ANNUAL TARGET BONUS TO BE DETERMINED IN
ACCORDANCE WITH SECTION 4(B) AND TO BE PAYABLE IN ACCORDANCE WITH THE LAST
SENTENCE OF SECTION 4(B).
(D)
IF YOU HAVE A TERMINATION OF
EMPLOYMENT BY THE COMPANY FOR CAUSE OR BY YOU FOR REASONS OTHER THAN FOR "GOOD
REASON," THE COMPANY WILL HAVE NO OBLIGATIONS TO PAY YOU ANY AMOUNT BEYOND THE
EFFECTIVE DATE OF SUCH TERMINATION OF EMPLOYMENT WHETHER AS BASE SALARY, ANNUAL
TARGET BONUS OR OTHERWISE OR TO PROVIDE YOU WITH ANY BENEFITS ARISING HEREUNDER
OR OTHERWISE EXCEPT AS REQUIRED BY LAW.
9
7.
CONFIDENTIAL INFORMATION AND TRADE SECRETS.
YOU
ACKNOWLEDGE THAT THE NATURE OF YOUR ENGAGEMENT BY THE COMPANY IS SUCH THAT YOU
SHALL HAVE ACCESS TO THE CONFIDENTIAL INFORMATION AND THE TRADE SECRETS, EACH OF
WHICH HAS GREAT VALUE TO THE COMPANY, PROVIDES THE COMPANY A COMPETITIVE
ADVANTAGE, AND CONSTITUTES THE FOUNDATION UPON WHICH THE BUSINESS OF THE COMPANY
IS BASED.
YOU AGREE TO HOLD ALL OF THE CONFIDENTIAL INFORMATION AND THE TRADE
SECRETS IN CONFIDENCE AND TO NOT USE, DISCLOSE, PUBLISH OR OTHERWISE DISSEMINATE
ANY OF SUCH CONFIDENTIAL INFORMATION AND THE TRADE SECRETS TO ANY OTHER PERSON,
EXCEPT TO THE EXTENT SUCH DISCLOSURE IS (I) NECESSARY TO THE PERFORMANCE OF THIS
AGREEMENT AND IN FURTHERANCE OF THE COMPANY'S BEST INTERESTS, (II) REQUIRED BY
APPLICABLE LAW, (III) AS A RESULT OF PORTIONS OF THE CONFIDENTIAL INFORMATION
AND/OR THE TRADE SECRETS BECOMING LAWFULLY OBTAINABLE FROM OTHER SOURCES,
(IV) AUTHORIZED IN WRITING BY THE COMPANY, OR (V) NECESSARY TO ENFORCE THIS
AGREEMENT.
THE RESTRICTIONS SET FORTH IN THIS SECTION 7 SHALL REMAIN IN FULL
FORCE AND EFFECT (A) WITH RESPECT TO THE CONFIDENTIAL INFORMATION, FOR THE THREE
(3) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF YOUR TERMINATION OF EMPLOYMENT,
AND WITH RESPECT TO THE TRADE SECRETS, UNTIL THE TRADE SECRETS NO LONGER RETAIN
THEIR STATUS OR QUALIFY AS TRADE SECRETS UNDER APPLICABLE LAW.
UPON YOUR
TERMINATION OF EMPLOYMENT, YOU SHALL DELIVER TO THE COMPANY ALL DOCUMENTS,
RECORDS, NOTEBOOKS, WORK PAPERS, AND ALL SIMILAR MATERIAL CONTAINING
CONFIDENTIAL INFORMATION AND TRADE