THE EXECUTIVE SHALL BE SUPERSEDED
BY THIS AGREEMENT.
THIS AGREEMENT SHALL CONSTITUTE THE FULL AND COMPLETE
AGREEMENT BETWEEN THE EXECUTIVE AND THE COMPANY ON THE "AT WILL" NATURE OF THE
EXECUTIVE'S EMPLOYMENT, WHICH MAY ONLY BE CHANGED IN AN EXPRESS WRITTEN
AGREEMENT SIGNED BY THE EXECUTIVE AND A DULY AUTHORIZED OFFICER OF THE COMPANY.
(B)
TERMINATION.
THE COMPANY MAY TERMINATE THE
EXECUTIVE'S EMPLOYMENT AT ANY TIME AND FOR ANY REASON (OR NO REASON), AND WITH
OR WITHOUT CAUSE, BY GIVING THE EXECUTIVE NOTICE IN WRITING.
THE EXECUTIVE MAY
TERMINATE HIS EMPLOYMENT BY GIVING THE COMPANY FOURTEEN (14) DAYS ADVANCE NOTICE
IN WRITING.
THE EXECUTIVE'S EMPLOYMENT SHALL TERMINATE AUTOMATICALLY IN THE
EVENT OF HIS DEATH OR PERMANENT DISABILITY.
FOR PURPOSES OF THIS AGREEMENT,
"PERMANENT DISABILITY" SHALL MEAN THAT THE EXECUTIVE HAS BECOME SO PHYSICALLY OR
MENTALLY DISABLED AS TO BE INCAPABLE OF SATISFACTORILY PERFORMING THE DUTIES
UNDER THIS AGREEMENT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) CONSECUTIVE
CALENDAR DAYS.
(C)
RIGHTS UPON TERMINATION.
EXCEPT AS
EXPRESSLY PROVIDED IN SECTION 6, UPON THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT PURSUANT TO THIS SECTION 5, THE EXECUTIVE SHALL ONLY BE ENTITLED TO
THE COMPENSATION, BENEFITS AND REIMBURSEMENTS DESCRIBED IN SECTIONS 2, 3 AND 4
FOR THE PERIOD PRECEDING THE EFFECTIVE DATE OF THE TERMINATION.
THE PAYMENTS
UNDER THIS AGREEMENT SHALL FULLY DISCHARGE ALL RESPONSIBILITIES OF THE COMPANY
TO THE EXECUTIVE.
(D)
TERMINATION OF AGREEMENT.
THE TERMINATION
OF THIS AGREEMENT SHALL NOT LIMIT OR OTHERWISE AFFECT ANY OF THE EXECUTIVE'S
OBLIGATIONS UNDER SECTION 7.
6.
TERMINATION BENEFITS.
(A)
GENERAL RELEASE.
ANY OTHER PROVISION OF
THIS AGREEMENT NOTWITHSTANDING, SUBSECTIONS (B), (C) OR (D) BELOW SHALL NOT
APPLY UNLESS THE EXECUTIVE (I) HAS EXECUTED A GENERAL RELEASE IN A FORM
PRESCRIBED BY THE COMPANY OF ALL KNOWN AND UNKNOWN CLAIMS THAT HE MAY THEN HAVE
AGAINST THE COMPANY OR PERSONS AFFILIATED WITH THE COMPANY, AND (II) HAS AGREED
NOT TO PROSECUTE ANY LEGAL ACTION OR OTHER PROCEEDING BASED UPON ANY OF SUCH
CLAIMS.
(B)
TERMINATION WITHOUT CAUSE.
IF, DURING THE
TERM OF THIS AGREEMENT, AND NOT IN CONNECTION WITH A CHANGE OF CONTROL AS
ADDRESSED IN SUBSECTION (C) BELOW, THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT
WITHOUT CAUSE OR DUE TO PERMANENT DISABILITY OR EXECUTIVE RESIGNS FOR GOOD
REASON, THEN:
(I)
THE EXECUTIVE SHALL IMMEDIATELY VEST IN
AN ADDITIONAL NUMBER OF SHARES UNDER ALL OUTSTANDING OPTIONS AS IF HE HAD
PERFORMED TWELVE (12) ADDITIONAL MONTHS OF SERVICE; AND
(II)
THE COMPANY SHALL PAY THE EXECUTIVE, AN
AMOUNT EQUAL TO:
(X) THE THEN CURRENT YEAR'S TARGET BONUS PRORATED FOR THE
NUMBER OF DAYS OF EXECUTIVE IS EMPLOYED IN SAID YEAR, PAYABLE IN A LUMP SUM
WITHIN 30 DAYS OF THE DATE OF TERMINATION OF EMPLOYMENT; (Y) ONE YEAR'S BASE
SALARY, PAYABLE IN EQUAL INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S STANDARD
PAYROLL SCHEDULE; AND (Z) THE GREATER OF THE THEN CURRENT YEAR'S TARGET BONUS OR
THE ACTUAL PRIOR YEAR'S BONUS, PAYABLE IN A LUMP SUM ON THE ONE YEAR ANNIVERSARY
OF TERMINATION OF EMPLOYMENT.
THE EXECUTIVE'S BASE SALARY SHALL