DETERMINING WHETHER A BONUS AWARD IN ANY GIVEN YEAR SHALL BE GRANTED, THE
COMPANY WILL REVIEW WHETHER IT HAS ACHIEVED ITS ANNUALLY APPROVED CORPORATE
GOALS AS WELL AS WHETHER THE EMPLOYEE HAS ACHIEVED HIS/HER PERSONAL OBJECTIVES
AS ESTABLISHED BY THE COMPANY.
IN ORDER TO BE ELIGIBLE FOR ANY BONUS HEREUNDER,
THE EMPLOYEE MUST BE AN ACTIVE EMPLOYEE OF THE COMPANY ON THE DATE SUCH BONUS IS
DISTRIBUTED.
3.3
EMPLOYEE BENEFITS.
SUBJECT TO THE
PROVISIONS OF THIS SECTION 3.3, THE EMPLOYEE SHALL BE ENTITLED TO PARTICIPATE IN
ALL BENEFIT PLANS AND PROGRAMS THAT THE COMPANY ESTABLISHES AND MAKES AVAILABLE
TO ITS EMPLOYEES TO THE EXTENT THAT THE EMPLOYEE IS ELIGIBLE UNDER (AND SUBJECT
TO THE PROVISIONS OF) THE PLAN DOCUMENTS GOVERNING THOSE PROGRAMS.
THE EMPLOYEE
SHALL BE ENTITLED TO TWENTY (20) DAYS OF PAID VACATION TIME PER YEAR (PRO-RATED
FOR ANY PARTIAL YEAR WORKED), TO BE ADMINISTERED IN ACCORDANCE WITH COMPANY
POLICY.
3.4
REIMBURSEMENT OF EXPENSES.
THE COMPANY
SHALL REIMBURSE THE EMPLOYEE FOR ALL REASONABLE TRAVEL, ENTERTAINMENT AND OTHER
EXPENSES INCURRED OR PAID BY THE EMPLOYEE IN CONNECTION WITH, OR RELATED TO, THE
PERFORMANCE OF HIS/HER DUTIES, RESPONSIBILITIES OR SERVICES UNDER THIS
AGREEMENT, UPON PRESENTATION BY THE EMPLOYEE OF DOCUMENTATION, EXPENSE
STATEMENTS, VOUCHERS AND/OR SUCH OTHER SUPPORTING INFORMATION AS THE COMPANY MAY
REASONABLY REQUEST; PROVIDED, HOWEVER, THAT THE AMOUNT AVAILABLE FOR SUCH
TRAVEL, ENTERTAINMENT AND OTHER EXPENSES MAY BE FIXED IN ADVANCE BY THE COMPANY.
3.5
WITHHOLDING.
ALL SALARY, BONUS AND OTHER
COMPENSATION OR BENEFITS PAYABLE TO THE EMPLOYEE SHALL BE SUBJECT TO APPLICABLE
WITHHOLDINGS AND TAXES.
4.
PAYMENTS UPON RESIGNATION BY THE EMPLOYEE
WITHOUT GOOD REASON OR TERMINATION BY THE COMPANY FOR CAUSE.
4.1
PAYMENT UPON VOLUNTARY RESIGNATION OR
TERMINATION FOR CAUSE.
IF THE EMPLOYEE VOLUNTARILY RESIGNS HIS/HER EMPLOYMENT
OTHER THAN FOR GOOD REASON (AS DEFINED IN SECTION 4.2), OR IF THE COMPANY
TERMINATES THE EMPLOYEE FOR CAUSE (AS DEFINED IN SECTION 4.3), THE COMPANY SHALL
PAY THE EMPLOYEE ALL ACCRUED AND UNPAID BASE SALARY THROUGH THE EMPLOYEE'S DATE
OF TERMINATION AND ANY VACATION THAT IS ACCRUED BUT UNUSED AS OF SUCH DATE.
THE
EMPLOYEE SHALL NOT BE ELIGIBLE FOR ANY SEVERANCE OR SEPARATION PAYMENTS
(INCLUDING, BUT NOT LIMITED TO, THOSE DESCRIBED IN SECTIONS 5 AND 6 OF THIS
AGREEMENT) OR ANY CONTINUATION OF BENEFITS (OTHER THAN THOSE PROVIDED FOR UNDER
THE FEDERAL CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT ("COBRA")), OR ANY
OTHER COMPENSATION PURSUANT TO THIS AGREEMENT OR OTHERWISE.
THE EMPLOYEE ALSO
SHALL HAVE SUCH RIGHTS, IF ANY, WITH RESPECT TO OUTSTANDING STOCK OPTIONS AND
RESTRICTED STOCK GRANTS AS MAY BE PROVIDED UNDER THE AGREEMENT APPLICABLE TO
EACH.
4.2
DEFINITION OF "GOOD REASON".
FOR PURPOSES OF
THIS AGREEMENT, "GOOD REASON" MEANS THE OCCURRENCE, WITHOUT THE EMPLOYEE'S
WRITTEN CONSENT, OF ANY OF THE EVENTS OR CIRCUMSTANCES SET FORTH IN CLAUSES
(A) THROUGH (D) BELOW, PROVIDED, HOWEVER, THAT AN EVENT DESCRIBED IN CLAUSES
(A) THROUGH (D) BELOW SHALL NOT CONSTITUTE GOOD REASON UNLESS IT IS COMMUNICATED
IN WRITING, WITHIN 90 DAYS OF THE EVENT GIVING RISE TO THE CLAIM, BY THE