YOU, AS DEFINED IN SUBSECTION 1.1(E)(II), SHALL
CONSTITUTE A TERMINATION OF YOUR EMPLOYMENT BY THE COMPANY WITHOUT CAUSE
PURSUANT TO YOUR EMPLOYMENT AGREEMENT AND ANY OTHER
5
AGREEMENT IN EFFECT BETWEEN YOU AND THE COMPANY. IN THE EVENT THAT THE SEVERANCE
PAYMENT AND OTHER COMPENSATION PROVISIONS SET OUT IN SECTIONS 2.1 AND 2.2 OF
THIS LETTER AGREEMENT AND THE SEVERANCE PAYMENT PROVISIONS IN YOUR EMPLOYMENT
AGREEMENT WITH THE COMPANY ARE BOTH APPLICABLE, YOU AGREE THAT, UPON THE
COMPANY'S REQUEST, YOU SHALL GIVEN WRITTEN NOTICE TO THE COMPANY WITH RESPECT TO
WHICH AGREEMENT WHICH YOU WISH TO BE PAID OUT UNDER AND THAT YOU SHALL NOT BE
ENTITLED TO SEVERANCE PAY UNDER BOTH AGREEMENTS.
2.5
OPTIONS.
UPON THE OCCURRENCE OF AN
INVOLUNTARY TERMINATION, THE PROVISIONS OF YOUR STOCK OPTION AGREEMENT(S) WITH
THE COMPANY SHALL GOVERN ALL STOCK OPTION ISSUES, INCLUDING, WITHOUT LIMITATION,
ACCELERATION OF VESTING AND THE TIME PERIOD REMAINING TO EXERCISE ANY VESTED
OPTIONS.
2.6
ACKNOWLEDGEMENT. IN THE EVENT OF AN
INVOLUNTARY TERMINATION, PAYMENT BY THE COMPANY OF THE AMOUNTS SET OUT IN
SECTIONS 2.1 AND 2.2 OR, IF YOU ELECT TO RECEIVE SEVERANCE UNDER YOUR EMPLOYMENT
AGREEMENT PAYMENT OF THE AMOUNTS SET OUT THEREIN, IN LIEU OF RECEIVING A
DUPLICATIVE PAYMENT HEREUNDER, SHALL BE IN FULL AND FINAL SATISFACTION OF ALL
AMOUNTS THAT MIGHT OTHERWISE BE PAYABLE BY THE COMPANY TO YOU BY WAY OF
COMPENSATION FOR LENGTH OF SERVICE, DAMAGES IN LIEU OF NOTICE OF TERMINATION OR
ANY OTHER OBLIGATIONS ARISING UNDER YOUR EMPLOYMENT
WITH THE COMPANY AND THE
COMPANY SHALL HAVE NO FURTHER OBLIGATIONS, STATUTORY OR OTHERWISE, ARISING OUT
OF OR IN RESPECT OF YOUR EMPLOYMENT AND YOU SHALL EXECUTE A COMPLETE AND GENERAL
RELEASE IN THE FORM SET OUT IN SCHEDULE A AS AN EXPRESS CONDITION OF YOUR RIGHT
TO RECEIVE THE PAYMENTS AND BENEFITS REFERRED TO IN SECTIONS 2.1 AND 2.2 OR
UNDER YOUR EMPLOYMENT AGREEMENT, AS THE CASE MAY BE.
2.7
TERMINATION FOR CAUSE, PERMANENT DISABILITY
OR DEATH.
FOR GREATER CERTAINTY, IF YOUR EMPLOYMENT IS TERMINATED FOR CAUSE,
PERMANENT DISABILITY OR DEATH OR YOU TERMINATE YOUR EMPLOYMENT OTHER THAN AS AN
INVOLUNTARY TERMINATION, YOU SHALL NOT BE ENTITLED TO PAYMENT OF THE AMOUNTS
UNDER THIS LETTER AGREEMENT AND THE TERMS OF YOUR EMPLOYMENT AGREEMENT WITH THE
COMPANY SHALL GOVERN.
2.8
WAIVER OF NON-COMPETITION COVENANT.
EFFECTIVE
UPON YOUR INVOLUNTARY TERMINATION, THE COMPANY HEREBY WAIVES ANY AND ALL RIGHTS
IT HAS TO INSIST UPON COMPLIANCE WITH OR TO ENFORCE ANY COVENANT, UNDERTAKING OR
AGREEMENT BY YOU UNDER YOUR EMPLOYMENT AGREEMENT OR OTHERWISE, PURSUANT TO WHICH
YOU HAVE AGREED NOT TO COMPETE WITH THE COMPANY IN YOUR FUTURE EMPLOYMENT OR
OTHERWISE LIMIT YOUR FUTURE EMPLOYMENT OPPORTUNITIES. YOUR OBLIGATIONS OF
CONFIDENTIALITY TO THE COMPANY CONTAINED IN YOUR EMPLOYMENT AGREEMENT SHALL
REMAIN IN FULL FORCE AND EFFECT AND ARE NOT ALTERED BY THIS LETTER AGREEMENT.
2.9
RIGHT TO WAIVE ANY AND ALL CONSIDERATION.
IN YOUR DISCRETION, UPON YOUR WRITTEN REQUEST TO THE COMPANY MADE WITHIN 15
DAYS OF YOUR INVOLUNTARY TERMINATION, YOU MAY ELECT TO IRREVOCABLY WAIVE YOUR