will control; provided,
however, that the foregoing will not be construed to diminish the rights that
you have under the applicable stock plan and/or restricted stock unit agreement.
The provisions of this paragraph will only apply to the Restricted Stock Units
referred to herein, although future equity awards may also be covered by this
paragraph if so stated in a resolution of the Board of Directors or a committee
thereof.
5.
POLICIES; PROCEDURES; PROPRIETARY INFORMATION AND INVENTIONS
AGREEMENT.
AS AN EMPLOYEE OF THE COMPANY, YOU WILL BE EXPECTED TO ABIDE BY ALL
OF THE COMPANY'S POLICIES AND PROCEDURES, INCLUDING, WITHOUT LIMITATION, THE
TERMS OF THE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT BETWEEN YOU AND
THE COMPANY, THE INSIDER TRADING POLICY, THE CODE OF ETHICS AND THE EMPLOYEE
HANDBOOK, AND YOU AGREE TO EXECUTE THE FOREGOING UPON COMMENCEMENT OF YOUR
EMPLOYMENT.
6.
AT WILL EMPLOYMENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, YOUR EMPLOYMENT WITH THE COMPANY WILL BE "AT WILL" AND WILL
NOT BE FOR ANY SPECIFIED TERM, MEANING THAT EITHER YOU OR THE COMPANY WILL BE
ENTITLED TO TERMINATE YOUR EMPLOYMENT AT ANY TIME AND FOR ANY REASON, WITH OR
WITHOUT CAUSE.
ANY CONTRARY REPRESENTATIONS THAT MAY HAVE BEEN MADE TO YOU ARE
SUPERSEDED BY THE TERMS SET FORTH IN THIS LETTER.
THIS IS THE FULL AND COMPLETE
AGREEMENT BETWEEN YOU AND THE COMPANY ON THIS SUBJECT.
ALTHOUGH YOUR JOB
DUTIES, TITLE, COMPENSATION AND BENEFITS, AS WELL AS THE COMPANY'S PERSONNEL
POLICIES AND PROCEDURES, MAY CHANGE FROM TIME TO TIME, THE "AT WILL" NATURE OF
YOUR EMPLOYMENT MAY ONLY BE CHANGED IN AN EXPRESS WRITTEN AGREEMENT SIGNED BY
YOU AND THE CHIEF EXECUTIVE OFFICER OF THE COMPANY.
2
7.
TERMINATION OF EMPLOYMENT
A.
TERMINATION BY YOU.
IF YOU TERMINATE YOUR EMPLOYMENT WITH THE
COMPANY FOR ANY REASON, OTHER THAN AS A RESULT OF DEATH OR DISABILITY OR FOR
"GOOD REASON" AS DEFINED BELOW, ALL OBLIGATIONS OF THE COMPANY AS SET FORTH IN
THIS LETTER WILL CEASE, OTHER THAN THE OBLIGATION TO PAY YOU FOR SERVICES
RENDERED THROUGH THE DATE OF TERMINATION, TO PAY YOU FOR ANY ACCRUED BUT UNUSED
VACATION DAYS AS OF THE DATE OF TERMINATION, AND TO FULFILL ITS OBLIGATIONS
IN
ACCORDANCE WITH THE TERMS OF THE APPLICABLE STOCK PLAN AND RESTRICTED STOCK UNIT
AGREEMENT.
IF YOU TERMINATE YOUR EMPLOYMENT WITH THE COMPANY FOR "GOOD REASON,"
AS DEFINED BELOW, IN ADDITION TO THE FOREGOING, THE COMPANY WILL PAY YOU THE
SEPARATION PAYMENT (AS DEFINED BELOW) SUBJECT TO THE CONDITIONS SET FORTH IN
SECTION 7(B) BELOW, AND YOU WILL BE ENTITLED TO THE ACCELERATION OF VESTING
PROVIDED IN SECTION 4 ABOVE.
HOWEVER, AND NOTWITHSTANDING THE TERMINATION OF
YOUR EMPLOYMENT BY YOU, YOU WILL CONTINUE TO BE OBLIGATED TO COMPLY WITH THE
TERMS OF THE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT AND IF APPLICABLE,
THE NONCOMPETITION PROVISIONS SET FORTH IN SECTION 9 BELOW.
B.
TERMINATION BY THE COMPANY.
IF YOUR EMPLOYMENT IS TERMINATED BY
THE COMPANY "WITHOUT CAUSE" AS DEFINED BELOW, AND SUBJECT TO THE SIGNING OF A
RELEASE, THE