WITH THE COMPANY WILL AT ALL
TIMES BE "AT WILL," WHICH MEANS THAT EITHER EXECUTIVE OR THE COMPANY MAY
TERMINATE EXECUTIVE'S EMPLOYMENT AT ANY TIME, FOR ANY OR NO REASON, SUBJECT ONLY
TO THE SPECIFIC PROVISIONS OF THIS AGREEMENT AND ANY PROGRAMS ADOPTED UNDER
SECTION 4(D) OF THIS AGREEMENT.
THIS AGREEMENT WILL CONSTITUTE THE FULL AND
COMPLETE AGREEMENT BETWEEN EXECUTIVE AND THE COMPANY ON THE "AT WILL" NATURE OF
EXECUTIVE'S EMPLOYMENT, WHICH MAY ONLY BE CHANGED IN AN EXPRESS WRITTEN
AGREEMENT SIGNED BY EXECUTIVE AND A DULY AUTHORIZED OFFICER OF THE COMPANY.
EXECUTIVE MAY TERMINATE HIS EMPLOYMENT HEREUNDER WITH OR WITHOUT GOOD REASON (AS
DEFINED BELOW) UPON WRITTEN NOTICE TO THE COMPANY.
IF EXECUTIVE CONTENDS THAT
GOOD REASON EXISTS FOR HIS TERMINATION, SUCH NOTICE WILL BE SUBJECT TO
SECTION 7(E) BELOW.
THE COMPANY MAY TERMINATE EXECUTIVE'S EMPLOYMENT HEREUNDER,
SUBJECT TO THE TERMS OF THIS AGREEMENT, WITH OR WITHOUT CAUSE (AS DEFINED IN THE
STOCK PLAN) UPON WRITTEN NOTICE TO EXECUTIVE.
IF THIS AGREEMENT IS TERMINATED,
ALL COMPENSATION AND BENEFITS OTHER THAN SEVERANCE BENEFITS DESCRIBED IN
SECTION 7(B) THROUGH 7(D) BELOW, TO THE EXTENT APPLICABLE, WILL IMMEDIATELY
CEASE, EXCEPT THAT (I) EXECUTIVE WILL BE ENTITLED, THROUGH THE DATE OF
TERMINATION, TO PAYMENT OF HIS SALARY AND BENEFITS UNDER COMPANY BENEFIT
PROGRAMS AND PLANS IN ACCORDANCE WITH THEIR TERMS AND (II) EXECUTIVE'S VESTED
STOCK OPTIONS SHALL REMAIN EXERCISABLE IN ACCORDANCE WITH THE TERMS OF THE
APPLICABLE STOCK OPTION AGREEMENTS.
(B)
TERMINATION DURING TRANSITION PERIOD.
IN THE EVENT THE COMPANY
TERMINATES EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE DURING THE TRANSITION PERIOD AND
SUCH TERMINATION CONSTITUTES A "SEPARATION FROM SERVICE" WITHIN THE MEANING OF
TREASURY REGULATION SECTION 1.409A-1(H) (A "SEPARATION FROM SERVICE"), THE
COMPANY WILL PAY EXECUTIVE A LUMP SUM SEVERANCE PAYMENT EQUAL TO TWO YEARS OF
EXECUTIVE'S BASE SALARY, AS THEN IN EFFECT, SUBJECT TO EXECUTIVE'S EXECUTION OF
A GENERAL RELEASE OF CLAIMS IN A FORM SUBSTANTIALLY SIMILAR TO THE FORM ATTACHED
HERETO AS EXHIBIT A (THE "RELEASE"), AS SET FORTH IN SECTION 7(G) BELOW.
(C)
TERMINATION DURING YEAR 2.
IN THE EVENT THE COMPANY TERMINATES
EXECUTIVE'S EMPLOYMENT WITHOUT CAUSE OR EXECUTIVE RESIGNS FROM HIS EMPLOYMENT
WITH THE COMPANY FOR GOOD REASON ON OR AFTER FEBRUARY 4, 2010 AND PRIOR TO
FEBRUARY 4, 2011 ("YEAR 2") AND SUCH TERMINATION OR RESIGNATION CONSTITUTES A
SEPARATION FROM SERVICE, THE COMPANY WILL PAY EXECUTIVE A LUMP SUM SEVERANCE
PAYMENT EQUAL TO
4
24 MONTHS OF EXECUTIVE'S BASE SALARY, AS THEN IN EFFECT, MINUS ONE MONTH OF
EXECUTIVE'S BASE SALARY, AS THEN IN EFFECT, FOR EACH COMPLETE MONTH OF SERVICE
WORKED DURING YEAR 2, SUBJECT TO EXECUTION OF A RELEASE, AS SET FORTH IN
SECTION 7(G) BELOW.
IN ADDITION, ANY COMPANY STOCK OPTIONS HELD BY EXECUTIVE
THAT ARE VESTED ON THE DATE OF EXECUTIVE'S TERMINATION OR RESIGNATION WILL BE
EXERCISABLE FOR UP TO TWELVE MONTHS AFTER SUCH TERMINATION OR RESIGNATION;
PROVIDED THAT SUCH EXTENDED EXERCISE PERIOD MAY BE MODIFIED BY THE TERMS OF THE
DEFINITIVE AGREEMENT FOR A CHANGE OF CONTROL OF THE COMPANY.
(D)
TERMINATION AFTER YEAR