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 WITH
RESPECT TO YOUR EXERCISE OF ANY VESTED STOCK OPTIONS IN ACCORDANCE WITH THE
TERMS OF THE APPLICABLE STOCK PLAN AND OPTION AGREEMENT.
IF YOU TERMINATE YOUR
EMPLOYMENT WITH THE COMPANY FOR "GOOD REASON" (AS DEFINED BELOW), IN ADDITION TO
THE FOREGOING,
2
THE COMPANY WILL PAY YOU THE SEPARATION PAYMENT SUBJECT TO THE CONDITIONS SET
FORTH IN SECTION 7(B) BELOW.
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 PROVISION 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
STANDARD MUTUALLY AGREEABLE RELEASE OF ALL EMPLOYMENT-RELATED CLAIMS AGAINST THE
COMPANY, ITS SUBSIDIARIES, AND OFFICERS, DIRECTORS, AND AGENTS THEREOF, THE
COMPANY WILL PAY YOU A SEPARATION PAYMENT (THE "SEPARATION PAYMENT") EQUAL TO
(I) IF SUCH TERMINATION OCCURS PRIOR TO THE ONE (1)-YEAR ANNIVERSARY OF THE
COMMENCEMENT DATE, AN AMOUNT EQUAL TO ONE YEAR OF YOUR THEN CURRENT ANNUAL BASE
SALARY (AND, FOR THE PURPOSE OF CLARIFICATION, THE COMPANY ACKNOWLEDGES THAT YOU
WILL NOT BE REQUIRED TO PAY BACK THE SIGNING BONUS) OR (II) IF SUCH TERMINATION
OCCURS AFTER THE ONE (1)-YEAR ANNIVERSARY OF THE COMMENCEMENT DATE AND PRIOR TO
THE TWO (2)-YEAR ANNIVERSARY OF THE COMMENCEMENT DATE, AN AMOUNT EQUAL TO ONE
YEAR OF YOUR THEN CURRENT ANNUAL BASE SALARY PLUS THE ANNUAL BONUS (AS DEFINED
HEREIN).
FOR PURPOSES OF THE IMMEDIATELY PRECEDING SENTENCE, "ANNUAL BONUS"
MEANS YOUR THEN CURRENT ANNUAL BASE SALARY, MULTIPLIED BY THE BONUS PERCENTAGE
USED TO CALCULATE THE BONUS AWARDED TO YOU FOR THE IMMEDIATELY PRECEDING YEAR,
AND PRORATED THROUGH THE DATE OF TERMINATION.
THIS SEPARATION PAYMENT WILL BE
PAYABLE MONTHLY ON A PRO RATA BASIS OVER TWELVE (12) MONTHS AFTER SUCH
TERMINATION.
PAYMENT OF THIS SEPARATION PAYMENT WILL BE CONTINGENT ON YOUR
SIGNING THE STANDARD RELEASE OF CLAIMS REFERRED TO ABOVE.
UPON TERMINATION OF
YOUR EMPLOYMENT "WITHOUT CAUSE," OTHER THAN THE OBLIGATIONS SET FORTH IN THE
FIRST SENTENCE OF SECTION 7(A) ABOVE, THE COMPANY WILL HAVE NO FURTHER
OBLIGATION TO YOU EXCEPT PURSUANT TO THIS PARAGRAPH.
If your employment is terminated by the Company "with cause" as defined below,
the Company will have no further obligation to you under the terms of this
letter, other than the obligations set forth in the first sentence of
Section 7(a) above.
However, and notwithstanding the termination of your
employment by the Company "with cause" or "without cause," or by you for "good