on the board of directors or advisory boards of other companies. The Executive shall not managethe Executive’s and the Executive’s family’s personal investments in a manner that creates apotential business conflict or the appearance thereof. If at any time service on any board ofdirectors or advisory board would, in the good faith judgment of the Board, conflict with theExecutive’s fiduciary duty to the Company or create any appearance thereof, the Executive shallpromptly resign from such other board of directors or advisory board after written notice of theconflict is received from the Board.     (c) The Executive further agrees to serve without additional compensation as an officer and/ordirector of any of the Company’s subsidiaries and agrees that any amounts received from any suchcorporation may be offset against the amounts due hereunder. In addition, it is agreed that theCompany may assign the Executive to one of its subsidiaries for payroll purposes, but suchassignment shall not relieve the Company of its obligations hereunder.     **3. ****BASE SALARY**. The Company agrees to pay the Executive a base salary (the “BaseSalary”) at an annual rate of $300,000, payable in accordance with the regular payrollpractices of the Company, but not less frequently than monthly. The Executive’s Base Salary shallbe subject to review by the Board (or a committee thereof) and may be increased, but not decreased,from time to time by the Board. The base salary as determined herein from time to time shallconstitute “Base Salary” for purposes of this Agreement.     **4. ****BONUSES**. The Executive shall be eligible to participate in the Company’s bonus andother incentive compensation plans and programs for the Company’s senior executives at a levelcommensurate with her position for the fiscal year during the Employment Term. The Executive shallhave the opportunity to earn an annual target bonus measured against performance criteria to bedetermined by the Board (or a committee thereof) of one hundred percent (100%) of Base Salary.     **5. ****EQUITY AWARDS**. The Executive shall be subject to, and shall comply with, the stockownership guidelines of the Company as may be in effect from time to time. If there is a Change inControl (as defined in the attached Appendix C) or if the Executive’s employment is terminated bythe Company without Cause (as defined in Section 7(c)), or by the Executive for Good Reason (asdefined in Section 7(e)), then all outstanding unvested equity awards granted to the Executivelisted on Appendix D hereto shall become fully vested and the time period that Executive may haveto exercise each such option grant shall be extended to the shorter of (i) three (3) years, or (ii)the remaining term of the options (the “Extended Exercise Period”). The parties agree thatthe attached Appendix D may be modified and updated upon a vote of the Board of Directors, only inorder for the Board to add to Appendix D certain future awards that the Board agrees shall alsoqualify for acceleration and the Extended Exercise Period. Upon such a vote of the Board, theparties shall attach a revised Appendix D to this Agreement, which shall include the additionaloption grant(s) that the Board has expressly agreed shall qualify for acceleration and the ExtendedExercise Period, and this Agreement shall not be deemed amended or modified in any other manner asa result.     **6. ****EMPLOYEE BENEFITS**.
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     (a) BENEFIT PLANS. The Executive shall be entitled to participate in all employeebenefit plans of the Company including, but not limited to, 401(k), profit sharing, medicalcoverage, education, or other retirement or welfare benefits that the Company has adopted or mayadopt, maintain or contribute to for the benefit of its senior executives at a level commensuratewith the Executive’s positions, subject to satisfying the applicable eligibility requirements.     (b) VACATION. The Executive shall be entitled to four (4) weeks of paid vacation peryear, plus any amounts (up to a maximum of three (3) weeks) rolled over from previous years.Vacation may be taken at such times as the Executive elects with due regard to the needs of theCompany.     (c) BUSINESS AND ENTERTAINMENT EXPENSES. Upon presentation of appropriatedocumentation, the Executive shall be reimbursed in accordance with the Company’s expensereimbursement policy for all reasonable and necessary business and entertainment expenses incurredin connection with the performance of the Executive’s duties hereunder.     (d) LONG TERM DISABLITY INSURANCE. The Company shall procure and maintain a long-termdisability insurance policy with reasonable coverages, which shall include the payment of benefitsequal to at least 60% of the Base Salary during the disability coverage period, and the Companyshall pay the premiums or a portion thereof (as specified hereafter) for such disability insurancepolicy up to the cost charged by the insurer to insure a healthy female non-smoker on Executive’sage. Executive shall be responsible for all taxes resulting from the maintenance of this policy bythe Company.     (e) INDEMNIFICATION. The Company shall indemnify the Executive to the same extentthat its officers, directors and employees are entitled to indemnification pursuant to theCompany’s Certificate of Incorporation and Bylaws for any acts or omissions by reason of being anofficer or employee of the Company as of the Effective Date.     (f) CERTAIN AMENDMENTS. Nothing herein shall be construed to prevent the Company fromamending, altering, eliminating or reducing any plans, benefits or programs so long as theExecutive continues to receive compensation and benefits consistent with Sections 3 through 6hereof.     **7. ****TERMINATION**. The Executive’s employment and the Employment Term shall terminate onthe first of the following to occur:     (a) DISABILITY. Upon written notice by the Company to the Executive of terminationdue to Disability, while the Executive remains Disabled. For purposes of this Agreement,“Disability” shall be deemed the reason for the termination by the Company of theExecutive’s employment, if, as a result of the Executive incapacity due to physical or mentalillness, the Executive shall have been absent from fully performing her duties with the Company fora cumulative period of three (3) months, the Company shall have provided a notice of terminationunder this Section 7(a), and, within thirty days after such notice being given, the Executive shallnot have returned to the full performance of her duties hereunder.     (b) DEATH. Automatically on the date of death of the Executive.
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     (c) CAUSE. Immediately upon written notice by the Company to the Executive of atermination for Cause. “Cause” shall mean (i) the willful failure of the Executive torender services to the Company in accordance with her assigned duties consistent with thisAgreement, and such failure continues for a period of more than 30 days after written notice hasbeen provided to the Executive by the Board which itemizes the reasons for such failure ofperformance; (ii) reckless misconduct, bad faith or gross negligence of the Executive inconnection with the performance of her assigned duties or breach of the material terms of thisAgreement which results in material loss, damage or injury to the Company or materially andadversely affects the business activities, reputation, goodwill or image of the Company; (iii) theconviction of the Executive of any felony or a crime of moral turpitude, either in connection withthe performance of her obligations to the Company or which adversely affects the Executive’sability to perform such obligations, or which adversely affects the business activities,reputation, goodwill or image of the Company; (iv) dishonesty or breach of fiduciary duty, whichresults in material loss, damage or injury to the Company or materially and adversely affects thebusiness activities, reputation, goodwill or image of the Company; (v) the commission by theExecutive of an act of fraud, embezzlement or deliberate disregard of the rules or policies of theCompany which results in material loss, damage or injury to the Company or materially and adverselyaffects the business activities, reputation, goodwill or image of the Company; or (vi) theunauthorized and intentional disclosure by the Executive of any trade secret or confidentialinformation of the Company or any of its clients or customers, which results in material damage orinjury to the Company, or materially and adversely affects the business activities, reputation,goodwill or image of the Company or its clients or customers.     (d) WITHOUT CAUSE. Upon written notice by the Company to the Executive of aninvoluntary termination without Cause and other than due to death or Disability.     (e) GOOD REASON. Upon written notice by the Executive to the Company of a terminationfor Good Reason, unless the reasons for any proposed termination for Good Reason are remedied inall material respects by the Company within 30 days following written notification by the Executiveto the Company, that the Executive intends to terminate the Executive’s employment hereunder forone of the reasons set forth below. “Good Reason” shall mean, without the Executive’sexpress written consent, the occurrence of any of the following events:          (1) During the Employment Term,               (A) an adverse change in the Executive’s position as Senior Vice President and Chief MedicalOfficer as a result of a material diminution in the Executive’s duties or responsibilities or theassignment to the Executive of any duties or responsibilities that are inconsistent in any materialrespect with the Executive’s position, authority, duties or responsibilities as contemplated bythis Agreement; provided, however, that “Good Reason” shall not exist under this Section 7(e)(1)solely because (i) the Company’s stock is no longer publicly traded on an established securitiesexchange or (ii) the Company has restructured, sold or spun-off any of its businesses, products orservices;               (B) any material breach of this Agreement by the Company that is adverse to the Executive;
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               (C) the failure of the Company to obtain an agreement from any successor to all orsubstantially all of the assets or business of the Company to assume and agree to perform thisAgreement within fifteen (15) days after a merger, consolidation, sale or similar transaction; or               (D) the Executive’s termination of employment at any time during the thirty-day periodbeginning on the last day of the Employment Term, as determined solely for this purpose underSection 1, following the Company’s notice of nonrenewal.          (2) Notwithstanding the foregoing, (i) a suspension of the Executive’s title and authoritywhile on administrative leave due to a reasonable belief that the Executive has engaged inmisconduct, whether or not the suspected misconduct constitutes Cause for employment termination,shall not be considered “Good Reason”, (ii) an event shall not be considered Good Reason if theExecutive fails to deliver notice of termination for Good Reason specifying such event in detailwithin 90 days of her actual knowledge of such event, and (iii) changes to compensation and benefitplans not specifically targeted to the Executive shall not be considered Good Reason.     (f) WITHOUT GOOD REASON. The Executive shall provide forty five (45) days’ priorwritten notice to the Company of the Executive’s intended termination of employment without GoodReason (the “Transition Period”). During the Transition Period, the Executive shall assistand advise the Company in any transition of business, customers, prospects, projects and strategicplanning, and the Company shall pay the pro rata portion of the Executive’s annual salary andbenefits through the end of the Transition Period. The Company may, in its sole discretion, uponfive (5) days prior written notice to the Executive, make such termination of employment effectiveearlier than the Transition Period, but it shall pay the pro rata portion of the Executive’s salaryand benefits through the earlier of: the balance of the Transition Period, or such time during theTransition Period as the Executive accepts employment or a consulting engagement from a thirdparty.     **8. ****CONSEQUENCES OF TERMINATION**. Any termination payments made and benefits providedunder this Agreement to the Executive shall be in lieu of any termination or severance payments orbenefits for which the Executive may be eligible under any of the plans, policies or programs ofthe Company or its affiliates as may be in effect from time to time. Except to the extentotherwise provided in this Agreement, all benefits, including, without limitation, stock options,stock appreciation rights, restricted stock units and other awards under the Company’s long-termincentive programs, shall be subject to the terms and conditions of the plan or arrangement underwhich such benefits accrue, are granted or are awarded. Subject to Section 9, the followingamounts and benefits shall be due to the Executive.     (a) DISABILITY. Upon employment termination due to Disability, the Company shall payor provide the Executive (i) any unpaid Base Salary through the date of termination and any accruedvacation (up to a maximum of seven (7) weeks); (ii) any unpaid bonus earned with respect to anyfiscal year ending on or preceding the date of termination; (iii) reimbursement for any unreimbursed expenses incurred through the date of termination; (iv) all other paymentsand benefits to which the Executive may be entitled under the terms of any applicable compensationarrangement or benefit, equity or perquisite plan or program or grant or this Agreement,
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including but not limited to any applicable insurance benefits (collectively, “Accrued Amounts”).Executive will also be paid a pro-rata portion of the Executive’s annual bonus for the performanceyear in which the Executive’s termination occurs (the “Pro Rata Bonus”), payable inaccordance with the last sentence of Section 8(e) (determined by multiplying the amount theExecutive would have received based upon actual performance had employment continued through theend of the performance year by a fraction, the numerator of which is the number of days during theperformance year of termination that the Executive is employed by the Company and the denominatorof which is 365). Upon such termination, all stock options, stock appreciation rights andrestricted stock awards will fully vest and become non-forfeitable. Notwithstanding anythingcontained herein to the contrary, the Pro Rata Bonus shall not be paid in the event the Executivevoluntarily resigns from employment with the Company or otherwise voluntarily terminates employmentwithout Good Reason.     (b) DEATH. In the event the Employment Term ends on account of the Executive’s death,the Executive’s estate (or to the extent a beneficiary has been designated in accordance with aprogram, the beneficiary under such program) shall be entitled to any Accrued Amounts, includingbut not limited to proceeds from any Company sponsored life insurance programs. Executive’s estate(or beneficiary) will also be paid a pro-rata portion of the Pro Rata Bonus. Upon the Executive’sdeath, all stock options, stock appreciation rights and restricted stock awards will fully vest andbecome non-forfeitable.     (c) TERMINATION FOR CAUSE OR WITHOUT GOOD REASON. If the Executive’s employmentshould be terminated (i) by the Company for Cause, or (ii) by the Executive without Good Reason,the Company shall pay to the Executive any Accrued Amounts only, and shall not be obligated to makeany additional payments to Executive.     (d) TERMINATION WITHOUT CAUSE OR FOR GOOD REASON. If the Executive’s employment bythe Company is terminated by the Company other than for Cause (and not due to Disability or death)or by the Executive for Good Reason, then the Company shall pay or provide the Executive with:          (1) Accrued Amounts;          (2) the Pro Rata Bonus;          (3) subject to compliance with Section 11(a)-(g) inclusive, continued payment of theExecutive’s Base Salary as in effect immediately preceding the last day of the Employment Term fora period of 6 months after the last day of employment;          (4) continued participation at the Company’s expense in all medical, dental and vision planswhich cover the Executive (and eligible dependents) upon the same terms and conditions (except forthe requirements of the Executive’s continued employment) in effect for active employees of theCompany, for a period of twelve (12) months following the last day of the Employment Term. In theevent the Executive obtains other employment that offers substantially similar or improved benefits, as to any particular medical, dental or visionplan, such continuation of coverage by the Company for such similar or improved benefit under suchplan under this subsection shall immediately cease. The continuation of health benefits under
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this subsection shall reduce the Executive’s rights and the Company’s payment obligations under theConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”).     (e) The parties acknowledge and agree that all calculations of bonuses by the Company arebased on targets, goals and objectives established by the Board of Directors for each fiscal year,and that any bonus plans, as well as the Executive’s rights to receive bonus payments, areconditioned on an assessment by the Board of Directors (or a committee thereof) of the satisfactionof performance targets for the applicable fiscal year in which the bonus is to be paid. Theparties acknowledge that calculations of applicable bonuses have historically been made within 90days following the conclusion of a fiscal year for which the bonus may be due or accrued, andpayment of the applicable bonus has been historically made within 10 business days following theBoard of Directors’ determination. Accordingly, the parties recognize and agree that the right toreceive any payment to which the Executive may be entitled under the terms of any applicable bonusarrangement or benefit, including any bonus-related portion of the Accrued Amount, or the Pro RataBonus, can only be established after the review and calculations of the applicable fiscal yearbonus entitlements are made by the Board of Directors (including any committee thereof). Once suchcalculations are made by the Board of Directors (including any committee thereof), the Executive’sright to receive the Pro Rata Bonus (or any applicable bonus-related portion of the Accrued Amount)shall be accrued and paid as promptly as practicable following a determination of the bonus by theBoard of Directors (or any committee thereof) in the event the Executive is entitled to be paidsuch bonus under the preceding provisions of Section 8(a)-(d) above. Notwithstanding theforegoing, if the Executive is terminated by the Company without Cause, or by the Executive forGood Reason, the Board of Directors (including any committee thereof) shall use its best efforts tomeet as promptly as practicable within 30 days following any notice of such termination by theCompany without Cause, or by the Executive for Good Reason, in order to make a good faithdetermination of the Pro Rata Bonus, and to pay such Pro Rata Bonus (if earned) within 30 days ofsuch determination by the Board of Directors (including any committee thereof).     **9. ****CONDITIONS**. Any payments or benefits made or provided pursuant to Section 8 (otherthan Accrued Amounts) are subject to the Executive’s (or, in the event of the Executive’s death,the beneficiary’s or estate’s, or in the event of the Executive’s Disability, the guardian’s):     (a) compliance with the provisions of Section 11 hereof;     (b) delivery to the Company of the executed Agreement and General Release (the “GeneralRelease”), which shall be in the form attached hereto as Appendix A (with such changestherein or additions thereto as needed under then applicable law to give effect to its intent andpurpose) within 21 days of presentation thereof by the Company to the Executive; and     (c) delivery to the Company of a resignation from all offices, directorships and fiduciarypositions with the Company, its affiliates and employee benefit plans.     Notwithstanding the due date of any post-employment payments, any amounts due following atermination under this Agreement (other than Accrued Amounts) shall not be due until after theexpiration of any revocation period applicable to the General Release without the
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Executive having revoked such General Release, and any such amounts shall be paid or commence being paid to theExecutive within five (5) days of the expiration of such revocation period without the occurrenceof a revocation by the Executive (or such later date as may be required under Section 409A of theCode). Nevertheless (and regardless of whether the General Release has been executed by theExecutive), upon any termination of Executive’s employment, Executive shall be entitled to receiveany Accrued Amounts, payable after the date of termination in accordance with the Company’sapplicable plan, program, policy or payroll procedures.     **10. ****SECTION 4999 EXCISE TAX**.     (a) If any payments, rights or benefits (whether pursuant to the terms of this Agreement orany other plan, arrangement or agreement of Executive with the Company or any person affiliatedwith the Company) (the “Payments”) received or to be received by Executive will be subject to thetax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar tax that may hereafterbe imposed), then, except as set forth in Section 10(b) below, the Company shall pay to Executivean amount in addition to the Payments (the “Gross-Up Payment”) as calculated below. The Gross UpPayment shall be in an amount such that, after deduction of any Excise Tax on the Payments and anyfederal, state and local income and employment tax and Excise Tax on the Gross Up Payment, butbefore deduction for any federal, state or local income and employment tax on the Payments, the netamount retained by the Executive shall be equal to the Payments.     (b) Notwithstanding anything in this Agreement to the contrary, if the amount of Payments thatwill be subject to the Excise Tax does not exceed four times the “Base Amount” (as defined inSection 280G(d)(2) of the Code), then Executive’s taxable cash-based benefits under this Agreementwill first be reduced in the order selected by Executive, and then, if necessary, Executive’sequity-based compensation (based on the value of such equity-based compensation as a “parachutepayment” as defined in Treasury Regulations promulgated under Section 280G of the Code and IRSrevenue rulings, revenue procedures and other official guidance) shall be reduced in the orderselected by Executive, and then any other Payments shall be reduced as reasonably determined by theCompany, to the extent necessary to avoid imposition of the Excise Tax. If Executive does notselect the amount to be reduced within the time prescribed by the Company, the reductions specifiedherein shall be made by the Company in its sole discretion from such compensation as it shalldetermine. Any amount so reduced shall be irrevocably forfeited and Executive shall have nofurther rights to receive it.     (c) The process for calculating the Excise Tax, determining the amount of any Gross-Up Paymentand other procedures relating to this Section 10 are set forth in Appendix B attached hereto. Forpurposes of making the determinations and calculations required herein, the Accounting Firm (asdefined in Appendix B) may rely on reasonable, good faith interpretations concerning theapplication of Section 280G and 4999 of the Code, provided that the Accounting Firm shall make suchdeterminations and calculations on the basis of “substantial authority” (within the meaning of Section 6662 of the Code) and shall provide opinions to that effect toboth the Company and Executive.     **11. ****POST-EMPLOYMENT OBLIGATIONS**
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     (a) CONFIDENTIALITY. The Executive agrees that the Executive shall not, directly orindirectly, use, make available, sell, disclose or otherwise communicate to any person, other thanin the course of the Executive’s employment and for the benefit of the Company, either during theperiod of the Executive’s employment or at any time thereafter, any nonpublic, proprietary orconfidential information, knowledge or data relating to the Company, any of its subsidiaries,affiliated companies or businesses, which shall have been obtained by the Executive during theExecutive’s employment by the Company. The foregoing shall not apply to information that (i) wasknown to the public prior to its disclosure to the Executive; (ii) becomes known to the publicsubsequent to disclosure to the Executive through no wrongful act of the Executive or anyrepresentative of the Executive; or (iii) the Executive is required to disclose by applicable law,regulation or legal process (provided that the Executive provides the Company with prior notice ofthe contemplated disclosure and reasonably cooperates with the Company at its expense in seeking aprotective order or other appropriate protection of such information). Notwithstanding clauses (i)and (ii) of the preceding sentence, the Executive’s obligation to maintain such disclosedinformation in confidence shall not terminate where only portions of the information are in thepublic domain.     (b) NON-SOLICITATION. During the Executive’s employment with the Company and for thetwelve (12) month period thereafter, whether at the end of the Employment Term or thereafter, theExecutive agrees that the Executive will not, directly or indirectly, individually or on behalf ofany other person, firm, corporation or other entity, knowingly solicit, aid or induce (i) anymanagerial level employee of the Company or any of its subsidiaries or affiliates to leave suchemployment in order to accept employment with or render services to or with any other person, firm,corporation or other entity unaffiliated with the Company or knowingly take any action tomaterially assist or aid any other person, firm, corporation or other entity in identifying orhiring any such employee (provided, that the foregoing shall not be violated by general advertisingnot targeted at Company employees nor by serving as a reference for an employee with regard to anentity with which the Executive is not affiliated) or (ii) any customer of the Company or any ofits subsidiaries or affiliates to purchase goods or services then sold by the Company or any of itssubsidiaries or affiliates from another person, firm, corporation or other entity or assist or aidany other persons or entity in identifying or soliciting any such customer (provided, that theforegoing shall not apply to any product or service which is not covered by the non-competitionprovision set forth in Section 11(c), below).     (c) NON-COMPETITION. The Executive acknowledges that the Executive performs servicesof a unique nature for the Company that are irreplaceable, and that the Executive’s performance ofsuch services to a competing business (other than respecting a product or service of the Companyinvolving less than one percent (1%) of the Company’s revenues in the prior fiscal year (“DeMinimis”)) will result in irreparable harm to the Company. Accordingly, during the Executive’semployment hereunder and for the twelve (12) month period thereafter, (whether at the end of theEmployment Term or thereafter), the Executive shall not, without the Board’s prior written consent,directly or indirectly engage in the development, production, marketing, or sale of products or services that compete (or, uponcommercialization, could compete) with products of the Company or its affiliates being developed,marketed or sold as of the date of such termination (such business or activity, a “CompetingBusiness”) whether such engagement shall be as an officer, director, owner, employee, partner,consultant, advisor or any other capacity. This Section 11(c) shall not prevent the Executive fromowning not more
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than one percent (1%) of the total shares of all classes of stock outstanding ofany publicly held entity engaged in such business, nor will it restrict the Executive fromrendering services to charitable organizations, as such term is defined in Section 501(c) of theCode.     (d) NON-DISPARAGEMENT. Each of the Executive and the Company (for purposes hereof,“the Company” shall mean only (i) the Company by press release or other formally releasedannouncement and (ii) the executive officers and directors thereof and not any other employees)agrees not to make any public statements that disparage the other party, or in the case of theCompany, its respective affiliates, employees, officers, directors, products or services.Notwithstanding the foregoing, statements made in the course of sworn testimony in administrative,judicial or arbitral proceedings (including, without limitation, depositions in connection withsuch proceedings) shall not be subject to this Section 11(d).     (e) RETURN OF COMPANY PROPERTY AND RECORDS. The Executive agrees that upontermination of the Executive’s employment, for any cause whatsoever, the Executive will surrenderto the Company in good condition (reasonable wear and tear excepted) all property and equipmentbelonging to the Company and all records (including all copies or derivations) kept by theExecutive containing the names, addresses or any other information with regard to customers orcustomer contacts of the Company, or concerning any proprietary or confidential information of theCompany or any operational, financial or other documents given to or developed by the Executiveduring the Executive’s employment with the Company.     (f) COOPERATION. The Executive agrees that, following termination of the Executive’semployment for any reason, the Executive shall upon reasonable advance notice, and to the extent itdoes not interfere with previously scheduled travel plans and does not unreasonably interfere withother business activities or employment obligations, assist and cooperate with the Company withregard to any matter or project in which the Executive was involved during the Executive’semployment, including any litigation. The Company shall compensate the Executive for any lostwages or expenses associated with such cooperation and assistance.     (g) ASSIGNMENT OF INVENTIONS. The Executive will promptly communicate and disclose inwriting to the Company all inventions, developments and processes including software, whetherpatentable or not, as well as patents and patent applications (hereinafter collectively called“Inventions”), made, conceived, developed, or purchased by the Executive, or under which theExecutive acquires the right to grant licenses or to become licensed, alone or jointly with others,which have arisen or may arise out of the Executive’s employment, or relate to any matterspertaining to, or useful in connection with, the business, processes or affairs of the Company orany of its subsidiaries. Included herein as if developed during the employment period is anyspecialized equipment and software developed for use in the business of the Company. All of theExecutive’s right, title and interest in, to, and under all such Inventions, licenses, and right togrant licenses shall be the sole property of the Company. Any such Inventions disclosed to anyone by the Executive within one (1) year after the termination ofemployment for any cause whatsoever shall be deemed to have been made or conceived by the Executiveduring the Term. As to all such Inventions, the Executive will, upon request of the Companyexecute all documents which the Company deems necessary or proper to enable it to establish titleto such Inventions or other rights, and to enable it to file and prosecute applications
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for letters patent of the United States and any foreign country; and do all things (including the giving ofevidence in suits and other proceedings) which the Company deems necessary or proper to obtain,maintain, or assert patents for any and all such Inventions or to assert its rights in anyInventions not patented.     (h) EQUITABLE RELIEF AND OTHER REMEDIES. The parties acknowledge and agree that theother party’s remedies at law for a breach or threatened breach of any of the provisions of thisSection would be inadequate and, in recognition of this fact, the parties agree that, in the eventof such a breach or threatened breach, in addition to any remedies at law, the other party, withoutposting any bond, shall be entitled to obtain equitable relief in the form of specific performance,temporary restraining order, a temporary or permanent injunction or any other equitable remedywhich may then be available.     (i) REFORMATION. If it is determined by a court of competent jurisdiction in anystate that any restriction in this Section 11 is excessive in duration or scope or is unreasonableor unenforceable under the laws of that state, it is the intention of the parties that suchrestriction may be modified or amended by the court to render it enforceable to the maximum extentpermitted by the law of that state.     (j) SURVIVAL OF PROVISIONS. The obligations contained in this Section 11 shallsurvive the termination or expiration of the Executive’s employment with the Company and shall befully enforceable thereafter.     **12. ****NO ASSIGNMENT**.     (a) The Executive may not assign or delegate any rights or obligations hereunder without firstobtaining the written consent of the other party hereto.     (b) The Company, without the Executive’s consent, may assign this Agreement to a parent orsubsidiary, or to any successor to all or substantially all of the business and/or assets of theCompany provided the Company shall require such successor to expressly assume and agree in writingto perform this Agreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place and shall deliver a copy of suchassignment to the Executive.     **13. ****NOTICE**. For the purpose of this Agreement, notices and all other communicationsprovided for in this Agreement shall be in writing and shall be deemed to have been duly given (a)on the date of delivery if delivered by hand, (b) on the date of transmission, if delivered byconfirmed facsimile, (c) on the first business day following the date of deposit if delivered byguaranteed overnight delivery service, or (d) on the fourth business day following the datedelivered or mailed by United States registered or certified mail, return receipt requested,postage prepaid, addressed as follows:     If to the Executive: at the address (or to the facsimile number) shown on the records of theCompany.     If to the Company:
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Arthur B. Malman, Chair of the Compensation Committee