Mr. Steven K. Burke
October 1, 2014
Page 2 of 10
days that you were employed by the Company during that fiscal year, divided by (ii) 365. For this purpose, the Bonus that would otherwise have been payable to you shall be determined by the Board in good faith and in the same manner applicable to active executive officers of the Company.
5. Benefits. You will be entitled to participate in any and all employee benefit plans, programs and perquisites from time to time in effect for executives of the Company generally, on terms no less favorable than those provided to any other executive.
6. Vacation. You will continue to accrue vacation on a monthly basis per standard Company policy. Your vacation benefit shall not be less than three (3) weeks per annum and it shall be taken at such times and intervals as shall be determined by you, subject to the reasonable business needs of the Company. Carry-over privileges for unused vacation time shall be consistent with Company policy.
7. Business Expenses. The Company shall pay or reimburse you for all reasonable business expenses incurred or paid by you in the performance of your duties and responsibilities hereunder, subject to such reasonable documentation as may be specified by the Company.
8. Termination of Employment and Severance Benefits.
(a) By the Company for Cause. The Company may terminate your employment hereunder for Cause, as defined below, provided that the Company has given written notice to you setting forth in reasonable detail the nature of such Cause. The following, as determined by the Board in its reasonable judgment, shall constitute Cause for Termination:
(i) Your conviction of any crime involving a felony or any crime involving moral turpitude;
(ii) Your willful failure to perform, or gross negligence in the performance of, your duties and responsibilities to the Company which, if capable of being cured, is not cured within thirty (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 thirty (30) days after written notice by the Company specifying in reasonable detail the nature of such breach; or
(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 thirty (30) days after written notice by the Company specifying in reasonable detail the nature of such breach.
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