Mr. Steven K. Burke
July 25, 2006
Page 3 of 9
being cured, is not cured within 30 days after written notice by the Company specifying in reasonable detail the nature of such failure or negligence;
(iii) Your material breach of this Agreement which, if capable of being cured, is not cured within 30 days after written notice by the Company specifying in reasonable detail the nature of such breach;
(iv) Your material breach of any agreements between you and the Company relating to confidentiality or inventions, including, without limitation, the Employee Confidentiality and Inventions Assignment Agreement between you and the Company that you are executing concurrently with this Agreement, which, if capable of being cured, is not cured within 30 days after written notice by the Company specifying in reasonable detail the nature of such breach;
(v) The Companys business is being discontinued because rendered impracticable by substantial financial losses, lack of funding, legal decisions, administrative rulings, declaration of war, dissolution, national or local economic depression or crisis or any reasons beyond the control of the Company.
Upon giving written notice to you that your employment with the Company has been terminated for Cause, the Company shall have no further obligation to you, other than for Final Compensation, as defined below.
(b) By Reason of Constructive Termination. Provided you have not previously been notified of the Companys intention to terminate your employment, you may resign from employment by reason of Constructive Termination within thirty (30) days after the occurrence of one of the events specified in 9(b) (i-iv) below, by giving notice of your resignation in accordance with Paragraph 19 below. In the event of your death or disability as provided in 9(b) (v & vi) below your employment will terminate by reason of Constructive Termination as of the date of your death or as of the end of the 180 day period.
In the event of such termination, in addition to Final Compensation, you shall be entitled to the following: (i) provided that no benefits are payable to you under a separate severance agreement as a result of such termination, an amount equal to twelve (12) months of your Base Salary at the rate in effect on the date of termination, less applicable withholdings and deductions, paid in a lump sum as provided below (the Severance Payment); (ii) if you are participating in the Companys group health insurance plans on the effective date of termination, and you timely elect and remain eligible for continued coverage under COBRA,