provided, and only in the event that, such change, reduction or relocation is effected by the
Company without cause and without Executives consent.
1.6 Covered Termination means an Involuntary Termination Without Cause or Constructive
Termination that occurs within the one-month period before the effective date of a Change in
Control and the six-month period commencing on the effective date of a Change in Control.
1.7 Exchange Act means the Securities Exchange Act of 1934, as amended.
1.8 Involuntary Termination Without Cause means Executives dismissal or discharge other than for
Cause. The termination of Executives employment as a result of Executives death or disability
will not be deemed to be an Involuntary Termination Without Cause.
EMPLOYMENT BY THE COMPANY
2.1 Position and Duties. Subject to terms set forth herein, the Company agrees to continue to
employ Executive in the position of  and Executive hereby accepts such continued
employment. Executive shall serve in an executive capacity and shall perform such duties as are
customarily associated with the position of  and such other duties as are assigned to
Executive by the . During the term of Executives employment with the Company, Executive
will devote Executives best efforts and substantially all of Executives business time and
attention (except for vacation periods and reasonable periods of illness or other incapacities
permitted by the Companys general employment policies or as otherwise set forth in this Agreement)
to the business of the Company.
2.2 Employment at Will. Both the Company and Executive shall have the right to terminate
Executives employment with the Company at any time, with or without Cause, upon 30 days written
notice. If Executives employment with the Company is terminated, Executive will be eligible to
receive severance benefits to the extent provided in this Agreement. If applicable, upon the date
of Executives termination of employment with the Company for any reason, Executive shall
immediately resign from the Board and the board of directors or comparable body of every
subsidiary, parent or other affiliated corporation of the Company, and every committee thereof.
2.3 Employment Policies. The employment relationship between the parties shall also be governed by
the general employment policies and practices of the Company, including those relating to
protection of confidential information and assignment of inventions, except that when the terms of
this Agreement differ from or are in conflict with the Companys general employment policies or
practices, this Agreement shall control.