YOU, ON YOUR TERMINATION DATE, ANY EARNED BUT UNPAID
COMPENSATION FOR SERVICES RENDERED THROUGH THAT DATE AND ANY ACCRUED BUT UNUSED
VACATION DAYS AS OF YOUR TERMINATION DATE (COLLECTIVELY, THE "ACCRUED
OBLIGATIONS"). IF YOU TERMINATE YOUR EMPLOYMENT WITH THE COMPANY FOR "GOOD
REASON", (AS DEFINED BELOW) PRIOR TO AUGUST 15, 2012, THEN IN ADDITION TO THE
FOREGOING, THE COMPANY WILL PAY YOU THE SEPARATION PAYMENT (AS DEFINED BELOW)
AND THE BONUS PAYMENT (DESCRIBED IN THE SECOND SENTENCE OF SECTION 7(B) BELOW),
SUBJECT TO THE CONDITIONS SET FORTH AND YOUR COMPLIANCE WITH THE REQUIREMENTS IN
SECTION 7(B) BELOW FOR A SEPARATION PAYMENT MADE IN CONNECTION A TERMINATION
"WITHOUT CAUSE", AND YOU WILL ALSO BE ENTITLED TO THE ACCELERATED VESTING OF
YOUR RSU AWARD AND ANY OTHER EQUITY AWARDS YOU HOLD AS OF THE EFFECTIVE DATE IN
ACCORDANCE WITH SECTION 4 ABOVE.
NOTWITHSTANDING YOUR SEPARATION FROM SERVICE
PURSUANT TO THIS SECTION 7(A), YOU WILL CONTINUE TO BE OBLIGATED TO COMPLY WITH
THE TERMS OF THE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT AND IF
APPLICABLE, THE RESTRICTIVE COVENANTS SET FORTH IN SECTION 9 BELOW.
(b)
Termination by the Company.
If (i) your employment is terminated
by the Company "without cause" (as defined below) prior to August 15, 2012,
(ii) you execute and deliver to the Company, within twenty-one (21) days
(or
forty-five (45) days to the extent such longer period is required under
applicable law) after the effective date of your termination of employment, a
comprehensive agreement releasing the Company and its officers, directors,
employees, stockholders, subsidiaries, affiliates, representatives and other
parties and containing such other and additional terms as the Company deems
satisfactory (the "Release") and (iii) such Release becomes effective and
enforceable after the expiration of any applicable revocation period under
federal or state law, then the Company will pay you a separation payment (the
"Separation Payment") equal to the sum of (i) twelve (12) months of your then
current monthly base salary, (ii) your Annual Bonus (as defined below), and
(iii) a prorated portion of your Annual Bonus (as defined below) based upon the
time elapsed between December 31 of the preceding year and your date of
termination. In addition, notwithstanding the fourth sentence of Section 3 above
but contingent upon your delivery of an effective and enforceable Release in
accordance with the foregoing provisions of this Section 7(b), if the date of
such termination occurs following the end of a fiscal year and prior to the date
that you would have otherwise been entitled to be paid your annual bonus for
that fiscal year, the Company will pay you an amount equal to the annual bonus
that you would have received had you remained employed by, and in good standing
with, the Company through the date the annual bonus for that fiscal year is paid
in the following fiscal year, with that amount to be paid at the same time and
manner that such payment would have paid to you had you remained employed
through such date, but in no