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4.2 Termination for Good Cause. Employee’s employment hereunder may be terminated bythe Company for “good cause.” The term “good cause” is defined as any one or more of the followingoccurrences:(i) Employee’s conviction by, or entry of a plea of guilty or *nolo contendere*in, a court ofcompetent and final jurisdiction for any crime involving moral turpitude or punishable byimprisonment in the jurisdiction involved;(ii) Employee’s commission of an act of fraud or embezzlement upon the Company’s funds,whether prior to or subsequent to the date hereof;(iii) Employee’s refusal to perform, or continuing repeated failures to perform, Employee’sduties as required by this Agreement (including, without limitation, Employee’s inability toperform Employee’s duties hereunder as a result of chronic alcoholism or drug addiction and/or as aresult of any failure to comply with any laws, rules or regulations of any governmental entity withrespect to Employee’s employment by the Company);(iv) Employee’s gross negligence, insubordination or material violation of any duty of loyaltyto the Company or any other material misconduct on the part of Employee;(v) Employee’s commission of any act which is detrimental to the Company’s business orgoodwill; or(vi) Employee’s breach of any other provision of this Agreement, provided that termination ofEmployee’s employment pursuant to this subsection (vi) shall not constitute valid termination forgood cause unless Employee shall have first received written notice from an officer of the Companystating with specificity the nature of such breach and affording Employee at least five (5) days tocorrect the breach alleged.4.3 Termination by the Employee for Good Reason. Employee may terminate heremployment with the Company for Good Reason (as defined below). Any of the following shallconstitute “Good Reason” for the purposes of this Agreement: (i) removal of the employee from herposition as Chief Financial Officer (or relocation of the Employee’s principal place of employmentto a location this is more than 50 miles from the current location.5. General Relationship. Employee shall be considered an employee of the Companywithin the meaning of all federal, state and local laws and regulations including, but not limitedto, laws and regulations governing unemployment insurance, workers’ compensation, industrialaccident, labor and taxes.6. Miscellaneous.6.1 Modification; Prior Claims. This Agreement sets forth the entire understanding ofthe parties with respect to the subject matter hereof, supersedes all existing agreements betweenthem concerning such subject matter, and may be modified only by a written instrument duly executedby each party.
 
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6.2 Assignment. The rights of the Company under this Agreement may, without theconsent of Employee, be assigned by the Company, in its sole and unfettered discretion, to anyperson, firm, corporation or other business entity which at any time, whether by purchase, mergeror otherwise, directly or indirectly, acquires all or substantially all of the assets or businessof the Company.6.3 Survival. The covenants, agreements, representations and warranties contained inor made pursuant to this Agreement shall survive Employee’s termination of employment.6.4 Third-Party Beneficiaries. This Agreement does not create, and shall not beconstrued as creating, any rights enforceable by any person not a party to this Agreement otherthan Employee’s spouse, if applicable.6.5 Waiver. The failure of either party hereto at any time to enforce performance bythe other party of any provision of this Agreement shall in no way affect such party’s rightsthereafter to enforce the same, nor shall the waiver by either party of any breach of any provisionhereof be deemed to be a waiver by such party of any other breach of the same or any otherprovision hereof.6.6 Hiring At Will. Any continuance of Employee’s employment by the Company after theterm hereof shall be deemed a hiring at will (unless such continuance is the subject of a newwritten agreement) and shall be subject to termination with or without cause by either party upondelivery of notice thereof.6.7 Section Headings. The headings of the several sections in this Agreement areinserted solely for the convenience of the parties and are not a part of and are not intended togovern, limit or aid in the construction of any term or provision hereof.6.8 Notices. All notices, requests and other communications hereunder shall be inwriting and shall be delivered by courier or other means of personal service (including by means ofa nationally recognized courier service or professional messenger service), or sent by telex ortelecopy or mailed first class, postage prepaid, by certified mail, return receipt requested, inall cases, addressed to:         Company:        Cereplast, Inc.      300 North Continental, Suite #100      El Segundo, California 90245           Employee:                                                With a copy to:                                              
 
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All notices, requests and other communications shall be deemed given on the date of actual receiptor delivery as evidenced by written receipt, acknowledgement or other evidence of actual receipt ordelivery to the address. In case of service by telecopy, a copy of such notice shall be personallydelivered or sent by registered or certified mail, in the manner set forth above, within threebusiness days thereafter. Any party hereto may from time to time by notice in writing served asset forth above designate a different address or a different or additional person to which all suchnotices or communications thereafter are to be given.6.9 Severability. All Sections, clauses and covenants contained in this Agreement areseverable, and in the event any of them shall be held to be invalid by any court, this Agreementshall be interpreted as if such invalid Sections, clauses or covenants were not contained herein.6.10 Governing Law and Venue. This Agreement is to be governed by and construed inaccordance with the laws of the State of California applicable to contracts made and to beperformed wholly within such State, and without regard to the conflicts of laws principles thereof.Any suit brought hereon shall be brought in the state or federal courts sitting in Los Angeles,California, the parties hereto hereby waiving any claim or defense that such forum is notconvenient or proper. Each party hereby agrees that any such court shall have in personamjurisdiction over it and consents to service of process in any manner authorized by California law.Company and Employee shall, in good faith, first attempt to resolve any dispute, controversy orclaim arising out of or relating to this Agreement (collectively, a “Dispute”) by face-to-facenegotiations. If any such Dispute is not resolved within 60 days after such negotiations begin (orat such later date, if the parties agree to continue negotiations), such Dispute shall be subjectto non-binding arbitration held in Los Angeles, California by one (1) independent mutually agreedupon arbitrator in accordance with the applicable portions of the California Code of CivilProcedure relating to arbitration, as then in effect. The arbitrator will have authority to awardrelief under legal or equitable principles, including interim or preliminary relief, and toallocate responsibility for the costs of the arbitration and to award recovery of attorneys’ feesand expenses in such manner as is determined to be appropriate by the arbitrator. Judgment uponthe award rendered by the arbitrator may be entered in any court having personal and subject matterjurisdiction.6.11 Non-transferability of Interest. None of the rights of Employee to receive anyform of compensation payable pursuant to this Agreement shall be assignable or transferable exceptthrough a testamentary disposition or by the laws of descent and distribution upon the death ofEmployee. Any attempted assignment, transfer, conveyance, or other disposition (other than asaforesaid) of any interest in the rights of Employee to receive any form of compensation to be madeby the Company pursuant to this Agreement shall be void.
 
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6.12 Attorneys’ Fees. If any legal action, arbitration or other proceeding is broughtfor the enforcement of this Agreement, or because of any alleged dispute, breach, default ormisrepresentation in connection with this Agreement, the successful or prevailing party shall beentitled to recover reasonable attorneys’ fees and other costs it incurred in that action orproceeding, in addition to any other relief to which it may be entitled.6.13 Gender. Where the context so requires, the use of the masculine gender shallinclude the feminine and/or neuter genders and the singular shall include the plural, and viceversa, and the word “person” shall include any corporation, firm, partnership or other form ofassociation.6.14 Counterparts. This Agreement may be executed in one or more counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the sameAgreement.6.15 Construction. The language in all parts of this Agreement shall in all cases beconstrued simply, according to its fair meaning, and not strictly for or against any of the partieshereto. Without limitation, there shall be no presumption against any party on the ground thatsuch party was responsible for drafting this Agreement or any part thereof.6.16 Conditions. This Agreement is expressly made subject to satisfactory completionof references, degree verifications, and possible background checks, all as determined by theCompany, in its sole discretion.6.17 Agreement. This Agreement sets forth the terms of Employer employment with theCompany and supersedes any prior representations or agreements between Employee and the Company,whether written or oral. This Agreement may not be modified or amended except by a writtenagreement, signed by an officer of the Company and by Employee.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as ofthe date hereinabove set forth.       THE COMPANY