Common use of Termination Without Cause; Resignation for Good Reason Clause in Contracts

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections Section 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR TWELVE (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX TWELVE- (3612) months' months base pay, plus ONE (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections Section 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR TWELVE (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX TWELVE- (3612) months' months base pay, plus ONE (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himselfherself, his her agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM HER MUST HAVE MATERIALLY AFFECTED HIS HER SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he she is releasing all known and unknown claims, and that he she is waiving all rights he she has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he she is receiving in exchange for this Release are more than the benefits to which he she otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he she has read this Release, understands all of its terms, and has consulted with counsel of his her choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon In the event of (A) the Company's termination of EMPLOYEEExecutive's employment by COMPANY hereunder without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time (B) Executive's resignation for Good Reason, COMPANY (C) Executive's death, or (D) Executive's Disability, he shall be entitled to the following: (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to two times (a) the higher of the Fixed Salary paid immediately preceding the Termination Date or the Fixed Salary on March 18, 2003 and (b) the "HIGHEST BONUS", where the Highest Bonus equals the greater of the Annual Bonus paid by the Company to Executive (x) during the period from twelve (12) months immediately preceding the Effective Date through the Termination Date, or (y) if the reduction in Executive's Fixed Salary is not restored in whole or part, the amount the Annual Bonus would have no further obligation to EMPLOYEE under been from the date of this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coveragecalculated as if all reductions had been restored, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative but only to the end extent that any such Annual Bonus paid during this period utilized the amount of the COMPANYExecutive's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described Fixed Salary in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paycalculating said Annual Bonus; provided, however, that EMPLOYEE may elect Executive shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensationTrust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII portion of the Civil Rights Act of 1964Severance Benefit (i) attributable to any increase in his Fixed Salary after March 31, 42 U.S.C. " 2000e2002, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination or (ii) otherwise in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 excess of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees Severance Benefit or other severance payment that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise Executive would have been entitledeligible to receive if his employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling him to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon Executive's execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment and the Revocation Period, as defined in one lump sum payment at the date of termination, less applicable withholdingsRelease."

Termination Without Cause; Resignation for Good Reason. Upon termination If during the term of EMPLOYEEthis Agreement, either (A) the Executive's employment by COMPANY without cause pursuant to with the Company and/or any of its parent, subsidiaries or affiliates is terminated for any reason other than death, disability (as defined in Section 4.1.55(e) hereof) or for Cause (as such term is defined in Section 5(a)(ii) hereof), or (B) the Executive resigns for Good Reason (as such term is defined in Section 5(a)(iii) hereof) from employment with the Company and/or any of its parent, subsidiaries or affiliates, the Executive shall be entitled (C)(x) to receive his then current Base Salary for a period of twelve (12) months from the termination or resignation date, payable at such times as such Base Salary would be payable as if EMPLOYEE terminates this Agreement no such termination or resignation had occurred, (C)(y) (1) to continue participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof (to the extent permissible by law and the terms of such plans and arrangements) for a period of twelve (12) months after such termination or resignation (the "Continuation Period"), or (C)(y)(2) to the extent at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under following termination of this Agreement except and during the Continuation Period that the plans and arrangements described in clauses (b) and (f) of Section 4 hereof are discontinued or terminated and no comparable plans in which the Executive is permitted to distribute continue participation are established in their place, then to EMPLOYEE: i. Any compensation then due EMPLOYEE receive a gross bonus payment in an amount which after payment therefrom of all applicable federal and state income and employment taxes, will equal the cost to the Company at the time of the termination, resignation or discontinuation of any such plans, attributable to the Executive's participation in the plans and arrangements described in clauses (b) and (f) of Section 4 hereof for the Continuation Period less any portion thereof in which the Executive has continued his participation in such plans and arrangements described in clauses (b) and (f) of Section 4 hereof in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdingssubsection 5(b)(C)(y)(1) above; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months which payment shall be due following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative of the Executive's employment immediately upon the date of termination, resignation or discontinuation of any such plan, and (C)(z) to have all stock options which have been granted to the end Executive to immediately become fully exercisable and to remain exercisable for a period of three (3) months after the employment termination date in accordance with the terms of the COMPANY's then current fiscal yearPlans and the relevant stock option agreement, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect if the provisions of Section 5(c) are applicable to accept a lesser amount such termination or resignation of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq.employment, the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all Executive's rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsgoverned by Section 5(c).

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: follow A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination If, at any time, either the Company terminates your employment without Cause, and other than as a result of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5your death or disability, or if EMPLOYEE terminates this Agreement at any time you resign for Good Reason, COMPANY and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall have no further obligation be entitled to EMPLOYEE receive (collectively, the “Severance Benefits”): (i) a lump sum cash payment equal to 6 months of your then current base salary, ignoring any decrease in base salary that forms the basis for Good Reason, less all applicable withholdings and deductions, paid on the 60th day following your Separation from Service (the “Salary Continuation”), subject to any delay in payment required by Section 8. (ii) if you timely elect continued coverage under this Agreement except COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay, as and when due, the COBRA premiums necessary to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE continue your health insurance coverage in accordance effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 6 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE new employment or self-employment (such period from the termination date through the termination dateearliest of (A) through (C), less applicable withholdings; and iithe “COBRA Payment Period”). Payment Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of full the COBRA premium for TWENTY-FOUR premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverageincluding but not limited to the 2010 Patient Protection and Affordable Care Act, a cash payment will not be provided as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company shall instead pay you on the first day of each month of the remainder of the COBRA Payment Period a fully taxable cash payment of premium; and iii. A pro-rated equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, based the “Special Severance Payment”), for the remainder of the COBRA Payment Period. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be made you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the timing of EMPLOYEE's termination or resignation relative to Separation from Service through such sixtieth (60th) day, with the end balance of the COMPANY's then current fiscal yearpayments paid thereafter on the schedule described above, subject to any delay in payment required by Section 8. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assignssuch event, and all payments and obligations under this clause shall cease. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Invention Agreement during the period of its respective agentstime in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each general release of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII in favor of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., Company in a form acceptable to the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment Company within 60 days following your Separation from Service; and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 (c) if you are a member of the California Civil CodeBoard, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEyour resignation from the Board, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more to be effective no later than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon your termination of EMPLOYEE's employment and in one lump sum payment at date (or such other date as requested by the date of termination, less applicable withholdingsBoard).

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's If Employer terminates Employee’s employment by COMPANY during the Employment Period without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time the Employee resigns for Good ReasonReason other than following a Change of Control as set forth in Section 11(f) (“Termination without Cause”), COMPANY Employer shall have no further obligation pay to EMPLOYEE under this Agreement except to distribute to EMPLOYEEthe Employee: i. Any compensation then due EMPLOYEE (i) his Accrued Entitlements (in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY the timing set forth in the definition thereof); (ii) a lump sum payment within thirty (30) days of the date of termination equal to EMPLOYEE through two (2) times Employee’s Base Salary at the termination date, less applicable withholdings; andhighest rate in effect in the preceding twelve (12) months; ii. Payment of full COBRA premium for TWENTY-FOUR (24iii) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not an amount equal to the Bonus that would be provided in lieu of payment of premium; and iii. A pro-rated amount, earned on the Termination Date based on the timing Employer’s performance on such date, provided that Employer has met or exceeded the performance target for that year as of EMPLOYEE's the date of termination or resignation relative payable at the time Bonus amounts are customarily paid to employees of the Employer, but in no event later than the 15th day of the third month after the end of year in which the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; andtermination occurs; (iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's continuing coverage under Employer’s then-current rate existing health and dental insurance for Employee, his spouse and dependent children (if any), for a period of base paytwo (2) years; provided, however, that EMPLOYEE may elect to accept a lesser the extent such coverage cannot be provided under the Employer's health or welfare plans without jeopardizing the tax status of such plans, for underwriting reasons or because of the tax impact on Employee, the Company shall pay Executive each month during such two (2) year period an amount equal to the COBRA continuation coverage premium under the Employer's group medical plans less the amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII Employee's portion of the Civil Rights Act premium as if Executive was an active employee (the “Cash Equivalent Payments”) along with a full tax gross up with respect to the Cash Equivalent Payments so Employee has no after tax consequences with respect to the Cash Equivalent Payments and related tax gross up (provided such payments shall cease upon the Employee becoming employed by another employer and eligible for medical coverage with such employer); (v) reimbursement of 1964reasonable relocation expenses from the Dallas/Fort Worth metropolitan area to Monterey, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil CodeCalifornia, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph reimbursement shall be in lieu limited to realtor’s fees and closing costs for the sale of any other severance benefit Employee’s Texas home and reasonable costs of moving Employee’s household goods from the Dallas/Fort Worth metropolitan area to which EMPLOYEE would otherwise be entitledMonterey, under either any other provision to this Agreement or any COMPANY policies in effect on the date California; and (vi) within thirty (30) days of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdingsan amount equal to the pension plan benefit that would have accrued to the account of Employee under the Employer’s salaried employees’ pension plan for the two (2)-year period following termination, assuming for purposes of such calculation that Employee’s annual compensation during such period is equal to his Base Salary at the highest rate in effect for the preceding twelve (12) months prior to termination.

Termination Without Cause; Resignation for Good Reason. Upon termination If, at any time, either the Company terminates your employment without Cause, and other than as a result of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5your death or disability, or if EMPLOYEE terminates this Agreement at any time you resign for Good Reason, COMPANY and provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to your obligations below, you shall have no further obligation be entitled to EMPLOYEE receive (collectively, the “Severance Benefits”): (i) a lump sum cash payment equal to 12 months of your then current base salary, ignoring any decrease in base salary that forms the basis for Good Reason, less all applicable withholdings and deductions, paid on the 60th day following your Separation from Service (the “Salary Continuation”), subject to any delay in payment required by Section 8. (ii) if you timely elect continued coverage under this Agreement except COBRA for yourself and your covered dependents under the Company’s group health plans following such termination or resignation of employment, then the Company shall pay, as and when due, the COBRA premiums necessary to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE continue your health insurance coverage in accordance effect for yourself and your eligible dependents on the termination date until the earliest of (A) the close of the 12 month period following the termination of your employment, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE new employment or self-employment (such period from the termination date through the termination dateearliest of (A) through (C), less applicable withholdings; and iithe “COBRA Payment Period”). Payment Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the payment of full the COBRA premium for TWENTY-FOUR premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverageincluding but not limited to the 2010 Patient Protection and Affordable Care Act, a cash payment will not be provided as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing the COBRA premiums, the Company shall instead pay you on the first day of each month of the remainder of the COBRA Payment Period a fully taxable cash payment of premium; and iii. A pro-rated equal to the COBRA premiums for that month, subject to applicable tax withholdings (such amount, based the “Special Severance Payment”), for the remainder of the COBRA Payment Period. On the sixtieth (60th) day following your Separation from Service, the Company will make the first payment under this clause (and, in the case of the Special Severance Payment, such payment will be made you, in a lump sum) equal to the aggregate amount of payments that the Company would have paid through such date had such payments commenced on the timing of EMPLOYEE's termination or resignation relative to Separation from Service through such sixtieth (60th) day, with the end balance of the COMPANY's then current fiscal yearpayments paid thereafter on the schedule described above, subject to any delay in payment required by Section 8. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in this clause, you must immediately notify the Company of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assignssuch event, and all payments and obligations under this clause shall cease. The Severance Benefits are conditional upon (a) your continuing to comply with your obligations under your Proprietary Information and Invention Agreement during the period of its respective agentstime in which you are receiving the Severance Benefits; (b) your delivering to the Company an effective, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each general release of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII in favor of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., Company in a form acceptable to the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment Company within 60 days following your Separation from Service; and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 (c) if you are a member of the California Civil CodeBoard, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASEyour resignation from the Board, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more to be effective no later than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon your termination of EMPLOYEE's employment and in one lump sum payment at date (or such other date as requested by the date of termination, less applicable withholdingsBoard).

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's ’s employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. (i) Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and (ii. ) Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and (iii. ) A pro-rated amount, based on the timing of EMPLOYEE's ’s termination or resignation relative to the end of the COMPANY's ’s then current fiscal year, of the EMPLOYEE's ’s eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and (iv. ) Severance compensation totaling THIRTYTWENTY-SIX FOUR (3624) months' ’ base pay, determined at EMPLOYEE's ’s then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " “ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " “ 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " “ 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Gov’t Code " “ 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's ’s employment and in one lump sum payment at the date of termination, less applicable withholdings. Any benefits payable under this Section 4.2.5 shall be delayed to the extent necessary to comply with Internal Revenue Code Section 409(A)(2)(B)(i) (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amount to which EMPLOYEE would otherwise be entitled during the six (6) month period immediately following EMPLOYEE’S separation from service will be paid on the first business day following the expiration of such six (6) month period.

Termination Without Cause; Resignation for Good Reason. Upon In the event of (A) the Company's termination of EMPLOYEEExecutive's employment by COMPANY hereunder without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time (B) Executive's resignation for Good Reason, COMPANY (C) Executive's death, or (D) Executive's Disability, he shall be entitled to the following: (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to two times (a) the higher of the Fixed Salary paid immediately preceding the Termination Date or the Fixed Salary on March 18, 2003 and (b) the "HIGHEST BONUS", where the Highest Bonus equals the greater of the Annual Bonus paid by the Company to Executive (x) during the period from twelve (12) months immediately preceding the Effective Date through the Termination Date, or (y) if the reduction in Executive's Fixed Salary is not restored in whole or part, the amount the Annual Bonus would have no further obligation to EMPLOYEE under been from the date of this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coveragecalculated as if all reductions had been restored, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative but only to the end extent that any such Annual Bonus paid during this period utilized the amount of the COMPANYExecutive's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described Fixed Salary in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paycalculating said Annual Bonus; provided, however, that EMPLOYEE may elect Executive shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensationTrust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII portion of the Civil Rights Act of 1964Severance Benefit (i) attributable to any increase in his Fixed Salary after March 31, 42 U.S.C. " 2000e2002, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination or (ii) otherwise in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 excess of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees Severance Benefit or other severance payment that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise Executive would have been entitledeligible to receive if his employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling him to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon Executive's execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment the Revocation Period, as defined in the Release." 3. Section 2(c) of the First Amended Agreement is hereby deleted in its entirety, and in one lump sum payment at replaced by the date of termination, less applicable withholdings.following:

Termination Without Cause; Resignation for Good Reason. Upon termination In the event that (A) the Company terminates your employment hereunder without Cause, (B) you resign for Good Reason or (C) the Company fails to extend the Term for at least one additional one-year period as described herein, you shall be entitled to the following: (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to two times (a) the higher of EMPLOYEE's employment the Fixed Salary paid immediately preceding the Termination Date or the Fixed Salary on March 18, 2003 and (b) the "HIGHEST BONUS", where the Highest Bonus equals the greater of the Annual Bonus paid by COMPANY without cause pursuant the Company to Section 4.1.5you (x) during the period from twelve (12) months immediately preceding the Effective Date through the Termination Date, or (y) if EMPLOYEE terminates your reduction in your Fixed Salary is not restored in whole or part, the amount your Annual Bonus would have been from the date of this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coveragecalculated as if all reductions had been restored, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative but only to the end extent that any such Annual Bonus paid during this period utilized the amount of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described your Fixed Salary in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base paycalculating said Annual Bonus; provided, however, that EMPLOYEE may elect you shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount Trust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), any portion of severance than stipulated if EMPLOYEE deems it beneficial your Severance Benefit (i) attributable to him/her any increase in light of various income and excise tax considerations. In consideration for this severance compensationyour Fixed Salary after March 31, EMPLOYEE2002, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII (ii) otherwise in excess of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges Severance Benefit or other severance payment that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise you would have been entitledeligible to receive if your employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling you to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon your execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment and the Revocation Period, as defined in one lump sum payment at the date Release." 4. Section 4 of terminationthe Agreement is amended, less applicable withholdings.to add a new Section 4.07, to read as follows:

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's ’s employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. (i) Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and (ii. ) Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and (iii. ) A pro-rated amount, based on the timing of EMPLOYEE's ’s termination or resignation relative to the end of the COMPANY's ’s then current fiscal year, of the EMPLOYEE's ’s eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and (iv. ) Severance compensation totaling THIRTY-SIX (36) months' ’ base pay, determined at EMPLOYEE's ’s then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " “ 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " “ 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " “ 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " “ 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Gov’t Code " “12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's ’s employment and in one lump sum payment at the date of termination, less applicable withholdings. Any benefits payable under this Section 4.2.5 shall be delayed to the extent necessary to comply with Internal Revenue Code Section 409A(a)(2)(B)(i) (relating to payments made to certain “specified employees” of certain publicly-traded companies) and in such event, any such amount to which EMPLOYEE would otherwise be entitled during the six (6) month period immediately following EMPLOYEE’s separation from service will be paid on the first business day following the expiration of such six (6) month period.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's employment by COMPANY without cause pursuant to Section 4.1.5, or if EMPLOYEE terminates this Agreement at any time for Good Reason, COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2Section 3.1.1, and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR TWELVE (2412) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTYTWENTY-SIX FOUR- (3624) months' months base pay, plus ONE (1) month base pay for each full year of service, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise would have been entitled, and that such benefits constitute valid and adequate consideration for this Release. EMPLOYEE further acknowledges that he has read this Release, understands all of its terms, and has consulted with counsel of his choosing before signing this Agreement. Severance compensation pursuant to this paragraph shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of execution of this Agreement. Severance compensation shall be paid upon termination of EMPLOYEE's employment and in one lump sum payment at the date of termination, less applicable withholdings.

Termination Without Cause; Resignation for Good Reason. Upon termination of EMPLOYEE's In the event that (A) the Company terminates your employment by COMPANY hereunder without cause pursuant to Section 4.1.5Cause, or if EMPLOYEE terminates this Agreement at any time (B) you resign for Good ReasonReason or (C) the Company fails to extend the Term for at least one additional one-year period as described herein, COMPANY you shall have no further obligation be entitled to EMPLOYEE under this Agreement except the following: (i) the payments and benefits described immediately above in sub-section (a) and (ii) a severance benefit (the "SEVERANCE BENEFIT") equal to distribute two times (a) the Fixed Salary paid immediately preceding the Termination Date and (b) the "HIGHEST BONUS", where the Highest Bonus equals the highest Annual Bonus paid by the Company to EMPLOYEE: i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2, and reimbursable expenses owed by COMPANY to EMPLOYEE you during the period from twelve (12) months immediately preceding the Effective Date through the termination dateTermination Date, less applicable withholdings; and ii. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and iii. A pro-rated amount, based on the timing of EMPLOYEE's termination or resignation relative to the end of the COMPANY's then current fiscal year, of the EMPLOYEE's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and iv. Severance compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect you shall have no right to accept have paid or payable from the Trust adopted by Company on October 23, 2001 pursuant to a lesser amount Trust Agreement with HSBC Bank USA as trustee (the "OLD TRUST"), any portion of severance than stipulated if EMPLOYEE deems it beneficial your Severance Benefit (i) attributable to him/her any increase in light of various income and excise tax considerations. In consideration for this severance compensationyour Fixed Salary after March 31, EMPLOYEE2002, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII (ii) otherwise in excess of the Civil Rights Act of 1964, 42 U.S.C. " 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. " 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. " 623, et. seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. " 2101, et. seq., and the California Fair Employment and Housing Act, Cal. Gov't Code " 12940, et seq. EMPLOYEE acknowledges Severance Benefit or other severance payment that he is familiar with section 1542 of the California Civil Code, which reads as follows: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR. EMPLOYEE expressly acknowledges and agrees that he is releasing all known and unknown claims, and that he is waiving all rights he has or may have under Civil Code Section 1542 or under any other statute or common law principle of similar effect. EMPLOYEE acknowledges that the benefits he is receiving in exchange for this Release are more than the benefits to which he otherwise you would have been entitledeligible to receive if your employment with the Company had terminated as of March 31, and that such benefits constitute valid and adequate consideration for this Release2002 under circumstances entitling you to a Severance Benefit or other severance payment. EMPLOYEE further acknowledges that he has read this Release, understands all Payment of its terms, and has consulted with counsel of his choosing before signing this Agreement. the Severance compensation pursuant to this paragraph Benefit shall be in lieu of any other severance benefit to which EMPLOYEE would otherwise be entitled, under either any other provision to this Agreement or any COMPANY policies in effect on the date of contingent upon your execution of this Agreement. a waiver and release of claims (a "RELEASE") in favor of the Company and its affiliates and their respective employees and agents, substantially in the form set forth in Appendix A. The Severance compensation Benefit shall be paid upon termination by the Company in a lump sum, no later than two (2) business days after the expiration of EMPLOYEE's employment and the Revocation Period, as defined in one lump sum payment at the date of termination, less applicable withholdingsRelease."