PERCENT (100%) OF EMPLOYEE'S FULL ANNUAL PERFORMANCE
TARGET BONUS FOR THE YEAR IN WHICH THE TERMINATION OCCURS, PAYABLE IN A LUMP SUM
WITHIN THIRTY (30) DAYS OF THE TERMINATION;
(III)
ALL EQUITY AWARDS, INCLUDING WITHOUT LIMITATION STOCK OPTION GRANTS,
RESTRICTED STOCK AND STOCK PURCHASE RIGHTS, GRANTED BY THE COMPANY TO THE
EMPLOYEE SHALL BECOME FULLY VESTED OR RELEASED FROM THE COMPANY'S REPURCHASE
RIGHT (IF ANY SHARES OF STOCK PURCHASED BY OR GRANTED TO THE EMPLOYEE REMAIN
SUBJECT TO SUCH REPURCHASE RIGHT) AND EXERCISABLE AS OF THE DATE OF THE
TERMINATION TO THE EXTENT SUCH EQUITY AWARDS ARE OUTSTANDING AND UNEXERCISABLE
OR UNRELEASED AT THE TIME OF SUCH TERMINATION.
THE EMPLOYEE SHALL BE PERMITTED
TO EXERCISE HIS VESTED EQUITY AWARDS (INCLUDING AWARDS THAT VEST AS A RESULT OF
THE AGREEMENT) FOR TWELVE (12) MONTHS FROM THE DATE OF TERMINATION; AND
(IV)
AN AMOUNT EQUAL TO TWELVE (12) MONTHS OF HEALTH INSURANCE PREMIUMS FOR
CONTINUATION COVERAGE PURSUANT TO COBRA AT THE SAME LEVEL OF HEALTH (I.E.,
MEDICAL, VISION AND DENTAL) COVERAGE AND BENEFITS AS IN EFFECT FOR THE EMPLOYEE
ON THE DAY IMMEDIATELY PRECEDING THE DAY OF THE EMPLOYEE'S TERMINATION OF
EMPLOYMENT, PAYABLE IN A LUMP SUM WITHIN THIRTY (30) DAYS OF THE DATE OF
TERMINATION.
(C)
TERMINATION APART FROM A CHANGE OF CONTROL OR INVOLUNTARY
TERMINATION.
FOR AVOIDANCE OF DOUBT, IF THE EMPLOYEE'S EMPLOYMENT WITH THE
COMPANY TERMINATES AS A RESULT OF CAUSE, THEN THE EMPLOYEE SHALL NOT BE ENTITLED
TO RECEIVE SEVERANCE OR OTHER BENEFITS HEREUNDER, EXCEPT THOSE BENEFITS REQUIRED
TO BE PROVIDED BY LAW.
(D)
ACCRUED WAGES AND VACATION; EXPENSES.
WITHOUT REGARD TO THE REASON
FOR, OR THE TIMING OF, EMPLOYEE'S TERMINATION OF EMPLOYMENT: (I) THE COMPANY
SHALL PAY THE EMPLOYEE ANY UNPAID BASE SALARY DUE FOR PERIODS PRIOR TO THE
TERMINATION DATE; (II) THE COMPANY SHALL PAY THE EMPLOYEE ALL OF THE EMPLOYEE'S
ACCRUED AND UNUSED VACATION THROUGH THE TERMINATION DATE; AND (III) FOLLOWING
SUBMISSION OF PROPER EXPENSE REPORTS BY THE EMPLOYEE, THE COMPANY SHALL
REIMBURSE THE EMPLOYEE FOR ALL EXPENSES REASONABLY AND NECESSARILY INCURRED BY
THE EMPLOYEE IN CONNECTION WITH THE BUSINESS OF THE COMPANY PRIOR TO THE
TERMINATION DATE.
THESE PAYMENTS SHALL BE MADE PROMPTLY UPON TERMINATION AND
WITHIN THE PERIOD OF TIME MANDATED BY LAW.
5.
SECTION 409A.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, IF THE COMPANY, REASONABLY DETERMINES THAT SECTION 409A OF THE CODE
WILL RESULT IN THE IMPOSITION OF ADDITIONAL TAX TO AN EARLIER PAYMENT OF ANY
SEVERANCE OR OTHER BENEFITS OTHERWISE DUE TO THE EMPLOYEE PURSUANT TO SECTION 4
OF THIS AGREEMENT OR OTHERWISE ON OR WITHIN THE SIX (6) MONTH PERIOD FOLLOWING
THE EMPLOYEE'S TERMINATION, THE SEVERANCE BENEFITS WILL ACCRUE DURING SUCH SIX
4
(6) MONTH PERIOD AND WILL BECOME PAYABLE IN A LUMP SUM PAYMENT ON THE DATE SIX
(6) MONTHS AND ONE (1) DAY FOLLOWING THE EMPLOYEE'S DATE OF TERMINATION.
ALL
SUBSEQUENT PAYMENTS, IF ANY, WILL BE PAYABLE AS PROVIDED IN THIS AGREEMENT.
IN
ADDITION, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, THIS
AGREEMENT WILL