“Restricted Stock”) in accordance with Appendix B of the Original Agreement (the “Initial Equity Grant”). The Options have an exercise price equal to the closing price of the Company’s common stock on the date of grant and will vest in equal installments on each of the first four anniversaries of the Effective Date, subject to Executive’s continued employment on such dates, subject to accelerated vesting as set forth herein. The Restricted Stock will vest and the restrictions shall lapse on the third anniversary of the Effective Date, subject to Executive’s continued employment on such date, subject to accelerated vesting as set forth herein. The Options and Restricted Stock shall be subject to the terms of the underlying award agreements and the Company’s equity plan in effect from time to time. Notwithstanding the preceding two sentences, if Executive’s employment is terminated by the Company Without Cause (defined below) or by Executive for Good Reason (defined below), or by reason of death or Disability (defined below), then Executive’s then unvested Options and Restricted Stock granted pursuant to this Section 4(f) shall vest (and the restrictions on such Restricted Stock shall lapse) in the proportion to the number of years of service completed to the total vesting period, calculated as though Executive continued to be employed for six (6) months after the Termination Date, on the date the Release Condition (as defined in the Company’s Severance Benefits Plan) is satisfied. Executive shall thereafter have six (6) months within which to exercise any Options that have vested pursuant to such accelerated vesting.
| | 5. | Termination of Employment. |
| | (a) | Executive’s employment shall automatically and immediately terminate upon Executive’s death. Executive’s employment may be terminated by the Company at any time because of Disability (defined below), or for Cause (defined below), or for any reason other than Cause or Disability (“Without Cause”), by delivering written notice that states the reason for termination, and may be terminated by Executive at any time for Good Reason (defined below) or for any other reason, provided, however, Executive shall be required to give the Company at least 30 days advance written notice of any resignation other than a resignation for Good Reason, and the Company shall be required to give Executive at least 30 days advance written notice of any termination Without Cause. The Company may, in its discretion, require Executive to cease performing services for the Company, in whole or part, during any portion of such thirty day notice period, in which event the Company will continue to pay Base Salary, provide benefits and calculate bonuses through the end of such thirty day period. |
| | (b) | Following any termination of Executive’s employment, notwithstanding any provision to the contrary in this Agreement, the obligations of the Company to pay or provide Executive with compensation and benefits under Section 4 shall cease as of the Termination Date, except as otherwise provided herein, and the Company shall have no further obligations to provide compensation or benefits to Executive hereunder except (i) for payment of any accrued but unpaid Base Salary and vacation time and for payment of any accrued obligations and unreimbursed expenses under Section 4(d) accrued or incurred through the Termination Date, (ii) for the payment of the non-deferred cash portion of any Annual Bonus earned in respect of the fiscal year prior to the fiscal year in which termination of employment occurs but unpaid as of the Termination Date (paid when such non-deferred cash portion of the Annual Bonus would otherwise be payable), (iii) as set forth in any other benefit plans, programs or arrangements applicable to terminated employees in which Executive participates, and (iv) as otherwise expressly required by applicable statute. Notwithstanding any provision to the contrary in this Agreement (including the above provisions of this paragraph), if Executive’s employment is terminated for Cause or if Executive resigns without Good Reason, Executive shall not be entitled to receive any previously unpaid portion of the current or any prior fiscal year’s Corporate Bonus, nor any unpaid portion of the current or any prior fiscal year’s Individual Bonus that is not a Protected Individual Bonus. |
| | (c) | If Executive’s employment is terminated by the Company Without Cause or by Executive for Good Reason (defined below), then, in addition to the entitlements described in Section 5(b), Executive shall be entitled to severance payments and benefits in accordance with, and subject to the terms of, the Company’s Severance Benefits Plan in effect as of the Termination Date, and to accelerated vesting of the Initial Equity Grant in accordance with, and subject to the terms of, Section 4(f) of this Agreement. For purposes of this Agreement: |
| | (i) | “Cause” means: (A) Executive’s willful misconduct in the performance of his duties for the Company which causes material injury to the Company, (B) Executive’s conviction of, or plea of guilty or nolo contendere to, a felony (or the equivalent of a felony in a jurisdiction other than the United States), or conviction of, or plea of guilty or nolo contendere to, any other crime that results in imprisonment for more than 30 days, (C) Executive’s material breach of this Agreement, (D) Executive’s willful violation of the |
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