exv10w2






Exhibit 10.2




EMPLOYMENT AGREEMENT

v7.4




          THIS
EMPLOYMENT AGREEMENT (“Agreement’) is made and entered into
as of January 11,
2010 by and between ATHENAHEALTH, INC. (the “Company”), and the undersigned Employee
(“Employee”).




          The parties hereby agree as follows:




               1. Employment;
Term.



     (a) The Company employs Employee, and Employee accepts employment with the Company, upon
the terms and conditions contained in this Agreement.



     (b) The Company and Employee acknowledge that Employee’s employment is at-will, and is for
no definite period of time. Employee acknowledges and agrees that this Agreement will govern
the terms of Employee’s employment with Company, even though compensation levels may be
adjusted by Company from time to time by assent of the parties hereto.



               2. Duties.


During the period that Employee is employed under this Agreement (the “Employment Period”),
Employee will serve in the position set forth in the attached Schedule A or in such other positions
and with such other duties and responsibilities as Company will from time to time assign to
employee. Employee will perform the duties of Employee’s position faithfully for the Company and
in accordance’ with the reasonable directives of the Company. Employee will comply with procedures
and policies as established by the Company from time to time. Employee will devote substantially
all of Employee’s business time and effort to the performance of Employee’s duties to the Company.
Employee acknowledges that execution of Employee’s duties in a timely, consistent and prudent
manner is vital to the successful operations of the Company and that it is essential that Employee
conduct the duties of this position with constant and watchful attention. Employee will
participate in Company’s compliance training and act in accordance with the Company’s Compliance
Principles and its Code of Conduct, in conformity with the Company’s compliance and integrity plan.




               3. Compensation.


Employee’s compensation will be as set forth in the attached Schedule A.




               4. Expenses; Benefits.



     (a) The Company agrees to reimburse Employee, in accordance with the Company’s policies as
amended b the Company from time to time, for reasonable expenses paid or incurred by Employee
in connection with the performance of Employee’s duties for the Company hereunder.



     (b) Employee will be entitled to vacation, sick days and leave of absence in accordance
with Company policies, as amended by the Company from time to time.



     (c) Employee will be entitled to participate in health, life, or disability insurance, and
retirement, pension, or profit-sharing plans that may be instituted by the Company for the
benefit of its mid-level management Employees generally, upon such terms contained therein.



               5. Termination.



     (a) Since Employee’s employment is at-will employment, either Employee or the Company may
terminate Employee’s employment at any time for any reason or for no reason.



     (b) Upon the termination of Employee’s employment for any reason, the parties will have no
further obligations under this Agreement, except that the obligations of Employee under
Sections 6, 7, 8, 9 and 10 and the provisions of Sections 12 and 13 will remain in effect and
be binding upon the parties after termination.



               6. Effect of Termination.



     (a) The Company will have no liability or obligation to Employee upon Employee’s
termination other than as specifically set forth in Sections 5(b) and 6, or as provided by law.



 









 





     (b) Upon the termination of Employee’s employment, Employee will be entitled to receive
only such portion (if any) of the Base Salary as may have accrued but be unpaid on the date of
termination, any accrued and unpaid vacation pay, outstanding expenses reimbursable under the
Company’s then applicable policies, and other benefits which may be owing through the date of
termination.



     (c) Upon the termination of Employee’s employment for any reason, Employee will
immediately surrender to the Company all Company property in the possession, custody or control
of Employee, including but not limited to all computer hardware, software, computer disks
and/or data storage devices, notes, data, sketches, drawings, manuals, documents, records, data
bases, programs, blueprints, memoranda, specifications, customer lists, financial reports, and
equipment and will also immediately surrender to the Company all documents and other media
containing any Confidential Information (as defined in Section 7 hereof).



               7. Confidential
Information.



     (a) Except as specifically provided in this Section 7(a), “Confidential Information” means
all information or material that relates to any of the Company’s products or services or any
phase or aspect of its operations, business or financial affairs that: (i) is not generally
known to the public, (ii) that is designated by the Company as Confidential, or (iii) that a
reasonable person familiar with the Company’s business would understand is confidential to the
Company or would harm the Company if not kept confidential. Employee acknowledges and agrees
that Confidential Information includes, but is not limited to, the following types of
information and other information of a similar nature (whether or not reduced to writing):
Company Inventions (as defined below), trade secrets, specifications, know-how, processes,
formulas, models, work flows, software completed or in various stages of development, source
codes, object codes, research and development procedures, test results, marketing techniques
and materials, marketing and development plans, price lists, pricing policies, business plans,
information relating to customers’ and/or suppliers’ identities or characteristics or
agreements, financial information and projections and personnel files. Confidential
Information also includes, but is not limited to, any information described above which the
Company obtains from another party and which the Company treats and/or has an obligation to
treat as confidential or designates as Confidential Information, whether or not developed by
the Company. Confidential Information comprises information in all forms, spoken, written,
recorded or contained in any media whatsoever, whether now in existence or to be invented in
the future. (The term “Company,” in this Section 7(a), means not only athenahealth, Inc., but
also any company, partnership or entity which, directly or indirectly, controls, is controlled
by or is under common control with athenahealth, Inc.)





     
(b) Employee recognizes and acknowledges
that Company is regulated as a Covered Entity under the Health Insurance Portability and
Accountability Act of 1996 (“HIPAA”). Employee recognizes and acknowledges that Employee may
have access to Protected Health Information (“PHI”) as defined under HIPAA in the course of
employment and that such PHI is Confidential Information, subject to strict confidentially and
security restrictions under HIPAA, under applicable Company policies and under other applicable
law.



     (c) All Confidential Information and all documents and other media that contain
Confidential Information (whether obtained or created before, during or after the Employment
Period) including but not limited to information relating to all Company
Inventions pursuant to the provisions of Section 8(a) below will remain the property of
the Company and not the Employee and will be delivered to the Company at any time upon the
Company’s request and upon the termination of Employee’s employment.



     (d) All Confidential Information will be held confidential by Employee. During the
Employment period the Employee will not (nor will Employee assist any other person to),
directly or indirectly: (i) reveal, report, publish or otherwise disclose such Confidential
Information to any person, firm, corporation, association or other entity for any reason or
purpose whatsoever except as necessary in the course of carrying out Employee’s duties
hereunder or as expressly authorized by the Company; or, (ii) use such Confidential Information
except for the benefit of the Company and in the course of Employee’s employment with the
Company. In all cases, all disclosure and use of Confidential Information will, in addition to
the foregoing: (i) be limited to and in conformity with all applicable Company policies and
procedures, including but not limited to documentation of non-disclosure and confidentiality
obligations; and, (ii) limited to the amount of information necessary for the reason or purpose
justifying the disclosure or use. After the Employment Period, Employee will not disclose or



 









 




use Confidential Information without prior written consent of the Company that explicitly specifies
the disclosure or use; and, any such disclosure or use will be subject to all obligations and
restrictions set forth in this Agreement as if made during the Employment Period. Both during the
Employment Period and at all times thereafter Employee will not render any services to any person,
firm, corporation, association or other entity to whom any such Confidential Information, in whole
or in part, has been disclosed or is threatened to be disclosed contrary to the provisions of this
Section 7(d). This Section 7(d) will not apply to the extent Employee is required to disclose any
Confidential Information by applicable law or legal process provided that Employee promptly
notifies the Company of such pending disclosure and consults with and cooperates with the Company
prior to such disclosure concerning the advisability of seeking a protective order or other means
of preserving the confidentiality of the Confidential Information.




          8.
Company Inventions.




     (a) During the Employment Period and thereafter, Employee will disclose promptly to the
Company any and all Company Inventions (as defined below). Employee hereby assigns, and agrees
during the Employment Period and thereafter to assign, to the Company all of Employee’s right,
title and interest in any Company Inventions and in any and all applications and registrations
for any form of intellectual property applicable to any Company Inventions. Employee
acknowledges that all Company Inventions consisting of Works are intended to be “works made for
hire”, as that term is defined in Section 101 of the United States Copyright Act of 1976 (the
“Act”), and will be automatically the sole property of the Company within the meaning of the
Act. If the copyright to any such Works will not be the property of the Company by operation
of law, Employee will, without further consideration, assign to the Company all of my right,
title and interest in such the copyright to such Works. Employee hereby waives, to the extent
permitted by law, all claims to moral rights in any Company Inventions.




(i) “Company Inventions” will mean any and all Inventions and Works in whole or in part
conceived, made or reduced to practice by Employee (either solely or in conjunction with
others) during or after the Employment Period that (A) are made through the use of any of the
Company’s Confidential Information, Company Inventions, equipment, facilities, supplies, funds
or proprietary rights or other property of the Company, (B) relate to the Company’s business or
the Company’s actual or demonstrably anticipated research and development or business, or (C)
result from any work performed by Employee for the Company.




(ii) “Inventions” will mean any ideas, designs, concepts, techniques, inventions and
discoveries, whether or not patentable or protectable by copyright and whether or not reduced
to practice, including, but not limited to, devices, processes, methods, techniques,
algorithms, trade secrets, and know-how.




(iii)“Works” will mean any and all original works of authorship in any written, electronic,
video, or audio records (or any other tangible medium, existing now or in the future, on which
information is fixed), including without limitation all mask works, software, computer files,
computer programs (in both object and source code), computer interfaces, documentation, and
databases together with any improvements thereon or thereto, derivative works therefrom.




(iv) “Prior Inventions” will mean any and all Inventions made, conceived or first reduced to
practice by Employee, under Employee’s direction or jointly with others prior to Employee’s
employment with the Company, which Employee owns or controls, either solely or jointly with
others.




(v) Employee represents that the attached Schedule B contains a complete list of all Prior
Inventions which Employee desires to exclude from assignment to the Company hereunder. If
there is no such Schedule B attached hereto, or if it is left blank, Employee represents that
there are no such Prior Inventions. Employee agrees that, if in the course of my employment
with the Company, Employee incorporates into a Company product, process or machine a Prior
Invention or Work owned by Employee or in which Employee has an interest (regardless whether
such Prior Invention is listed on Schedule B), or if the manufacture, use, sale, or import of
any Company product or machine or the practice of any Company process would infringe any such
Prior Invention or Work, the Company will automatically be granted and will have a
non-exclusive, royalty-free, fully-paid, irrevocable, transferable, perpetual world-wide
license under such Prior Invention or



 









 






Work to make, have made, modify, use, import, and/or sell such Company product or machine or to
practice such process or Prior Invention or Work.




(vi) Employee will keep and maintain adequate and current written records (in the form of
notes, sketches, drawings or such other form(s) as may be specified by the Company) of all
Company Inventions made by Employee during the Employment Period or thereafter (including but
not limited to information relating to all Company Inventions which belong exclusively to the
Company pursuant to the provisions of this Section 8(a)), which records will be available at
all times to the Company and will remain the sole property of the Company. In the event that
(A) any Company Invention is made, conceived of or reduced to practice by Employee, either
solely or in conjunction with others, during the Employment Period, or (B) any Company
Invention is made, conceived of or reduced to practice by Employee after the Employment Period
which belongs exclusively to the Company pursuant to the provisions of this Section 8(a),
Employee will promptly give notice and fully disclose in writing such Company Invention to the
Chairman of the Board and the Board of Directors of the Company.




(vii) Employee will assist the Company (at the Company’s expense), either during or subsequent
to the Employment Period, to obtain and enforce for the Company’s benefit, patents, copyrights,
and mask work protection in any country for any and all Company Inventions made by Employee, in
whole or in part, the rights to which belong to or have been assigned to the Company pursuant
to the provisions of Section 8(a) hereof. Employee agrees to execute all applications,
assignments, instruments and papers and perform all acts as the Company or its counsel may deem
necessary or desirable to obtain any patents, copyrights or
mask work protection in such Company Inventions and otherwise to protect the interests of the
Company therein. In the event the Company is unable to secure Employee’s signature on any
document necessary to apply for, prosecute, obtain, or enforce any patent, copyright, or other
right or protection relating to any Company Invention, whether due to mental or physical
incapacity or any other cause, Employed hereby irrevocably designates and appoints the Company
and each of its duly authorized officers and agents as Employee’s agents and attorney-in-fact,
to act for and in Employee’s behalf and stead to execute and file any such document and to do
all other lawfully permitted acts to further the prosecution, issuance, and enforcement of
patents, copyrights, or other right or protections with the same force and effect as if
executed and delivered by Employee.



               9. Covenant
Against Competition; Non-Solicitation.


Employee covenants and agrees that:




     (a) During the Non-Compete Period (as hereinafter defined), Employee shall not: (i)
engage in any business competitive in the Geographic Area (as hereinafter defined) with the
Company Business (as hereinafter defined), (ii) render any services in any capacity to any
person or entity engaged in any business competitive in the Geographic Area with the Company
Business; or, (iii) be or become the Affiliate of any business competitive in the Geographic
Area with the Company Business.



     (b) During the Non-Compete Period and for an additional 12 months, Employee shall not,
without the prior written consent of the Company, directly or indirectly, on behalf of himself
or any other person or entity, solicit or encourage any Employee of the Company or any of its
Affiliates to leave the employment of the Company or any of its Affiliates, or hire any
Employee who has left the employment of the Company or any of its Affiliates within one year of
the termination of such Employee’s employment with the Company or any of its Affiliates.



     (c) During the Non-Compete Period, Employee shall not, in the Geographic Area, directly or
indirectly: (i) solicit or encourage any customer or client of the Company to purchase or use
services or items competitive with the Company Business; (ii) accept orders or business
competitive with the Company Business with respect to any customer or client of the Company or
offer or agree to provide services competitive with the Company Business to any customer or
client of the Company; or (iii) solicit or encourage any person or entity with which Employee
had contact on behalf of the Company to purchase or use services or items of a business
competitive with the Company Business.



     (d) As used herein:



 









 






(i) A person or entity is an “Affiliate” of another if: (a) it directly or indirectly
controls, is controlled by, or is under common control with the other; (b) it directly or
indirectly owns any interest in the other (except as a passive investment of less than 5%
interest of an entity that is traded on a national securities exchange), is owned in any part
by or shares common ownership in any part with the other; (c) it is a joint venturer, partner,
director, officer, principal, manager, member, agent, or trustee of the other or associated
with the other in any other capacity in which it owes to the other any fiduciary duty or duty
of fidelity; or, (d) it holds itself out as providing a joint, coordinated or integrated
service, item or combination of service(s) and item(s) with the other.




(ii) “Company Business” includes the services and items developed or sold by the Company during
the Employment Period. Company Business will also include services and items planned by the
Company during the Employment period to be developed or sold by it if Employee has been
materially involved in such planning, development or sale. Without
limiting the foregoing definition, Company Business includes the business of providing,
selling, contracting for or arranging for provision, in whole or in part, of medical revenue
cycle or medical record software, software functionality or services.




(iii)Without limitation, a business, service or item will be deemed competitive with the
Company Business if a reasonable customer or client of that competitive business, service, item
would on account of such business, service or item likely forego all or any material part of
the services or items included in the Company Business.




(iv) “Geographic Area” will be the United States.




(v) “Non-Compete Period” will mean the period during which Employee is employed by the Company
and an additional period equal to six months immediately following the termination of
Employee’s employment with the Company, provided that if Employee has been employed for more
than six months by the Company, the additional period following termination will be one year.



               10. Enforcement
by Injunction.


Employee acknowledges and agrees that the Company will be immediately, substantially and
irreparably damaged if Employee fails to comply with the provisions of Sections 7, 8 or 9.
Accordingly, the Company will be entitled to bring action in court for (i) an injunction or any
other appropriate decree of specific performance (without the necessity of posting any bond or
other security in connection therewith) in case of any breach or threatened breach of Employee’s
covenants and obligations under Sections 7, 8 or 9, (ii) damages in an amount equal to all
compensation, profits, monies, accruals, increments or other benefits derived or received by
Employee (or any associated party deriving such benefits, including but not limited to any future
employer of Employee) as a result of any such breach of Employee’s covenants and obligations under
Sections 7, 8 or 9, and (iii) indemnification against any other losses, damages, costs and
expenses, including actual attorneys’ fees and court costs, incurred by the Company in obtaining
any damages and/or injunctive relief as set forth in subsections (i) or (ii) above. Such remedies
will not be exclusive and will be in addition to any other remedy, at law or in equity, which the
Company may have for any breach or threatened breach of Sections 7, 8 or 9 by Employee. Any action
permitted under this Section 10 may be brought in any court having jurisdiction of the parties, and
the parties irrevocably consent to the jurisdiction and venue of the state courts of Massachusetts
and the Federal District Court for the District of Massachusetts for that purpose. Employee hereby
acknowledges and agrees that any breach by Employee of covenants and obligations under this
Agreement will cause damage to the Company in Massachusetts and that consent to jurisdiction and
venue in Massachusetts is reasonable and fair.




               11. Notices.


Any and all notices or other communications required or permitted to be given under any of the
provisions of this Agreement will be in writing and will be deemed to have been duly given (a) when
personally delivered, (b) on the third business day after deposit in the U.S. mail (certified or
registered mail, return receipt requested, postage prepaid), (c) on the next day business day after
timely delivery to an overnight courier, or (d) upon confirmation of receipt by facsimile or
e-mail; in each case addressed to the parties at the addresses set forth below their signatures
hereto (or at such other address as any party may specify by notice to all other parties given as
aforesaid).




 









 








               12. Arbitration.


Except with respect to remedies and rights set forth in Section 10, any dispute or controversy
arising under this Agreement or concerning Employee’s employment with the Company (including,
without limitation, any controversy as to the arbitrability of any dispute), including but not
limited to any claims arising out of Title VII of the Civil Rights Act of 1964, the Age
Discrimination in Employment Act, the Americans with Disabilities Act, and/or Massachusetts General
Laws Chapter 151B, will be settled exclusively by arbitration to be held in Boston, Massachusetts,
before a single arbitrator in accordance with the rules of the American Arbitration Association
then in effect relating to the arbitration of employment disputes. Judgment may be entered on the
arbitrator’s award in any court having jurisdiction, and the parties irrevocably consent to the
jurisdiction of the Massachusetts courts for that purpose.




               13. Miscellaneous.



     (a) If any provision of Sections 7, 8 or 9 is held to be unenforceable or overly broad, it
is the intention of the parties that the court or tribunal making such determination will
modify such provision so that the provision will be enforceable to the broadest extent
permitted under the law, and that such provision will then be applicable in such modified form.
The provisions of the various limitations in Sections 7, 8 and 9 will be construed to be
cumulative, and the scope or interpretation of one limitation will not be construed to nullify
or reduce the limiting effect of another limitation.



     (b) Employee warrants and agrees that the restrictions set forth in Section 9 are
reasonable and necessary to preserve to the Company valuable proprietary and confidential
information that gives the Company advantage over its competitors and that violation by
Employee of that Section will naturally, necessarily and inevitably result in the disclosure of
such information to the competitors of the Company, to its irreparable and material damage.



     (c) To the extent, if any, that Employee possesses or has knowledge of information that is
proprietary to a third party or that is subject to confidentiality restrictions properly placed
upon it by a third party that would prevent Company from having access to such information
(collectively “Third Party Information”), Employee will not disclose such information to
Company or to any Company personnel nor will Employee use such information in the conduct of
Employee’s employment hereunder. Employee’s duties hereunder expressly exclude use or
disclosure of such information. Company expressly disclaims any request or requirement that
Employee disclose or use Third Party Information in connection with employment hereunder; and,
if Employee encounters such request or requirement, Employee will not make such disclosure or
use but will instead promptly report such request or requirement to the Company’s acting
compliance officer.



     (d) To the extent that Employee has been employed or retained by any third party in the
past whereby Employee has come into possession of Third Party Information, Employee warrants
and represents that Employee’s duties for Company as they have been described by Company in
negotiation of this Agreement are not substantially similar to those duties that Employee
undertook for any such third party such that any Third Party Information would naturally,
necessarily or inevitably be used or disclosed by Employee in performing his or her duties for
the Company.



     (e) Employee warrants and represents to the Company that Employee is not party to any
agreement or understanding (including but not limited to any non-compete, non-disclosure,
non-solicitation or similar agreement) that would prohibit, restrict or impair the ability of
Employee to work in any capacity or position at the Company.



     (f) Any and all undertakings by the Company in this Agreement (including Schedule A or any
amendment of Schedule A) with respect to any future grant of shares or options to purchase
shares of stock of the Company are undertakings only to recommend such grant to the Board of
Directors or its designee; and, all such grants are subject to and contingent upon separate
prior approval of the Board of Directors of the Company or its designee (which approval may be
withheld for any reason or for no reason), subject to determination by the Board of Directors
or its designee with respect to strike price and vesting schedule and subject to the terms and
conditions in the Company’s applicable stock option or stock benefit
plan and in the Company’s stock option or stock benefit agreement forms that are current
at the time of approval. Notwithstanding any provision in this Agreement or any other document
or statement to the contrary, no grant to Employee of any option to purchase



 









 




shares of stock of the Company will be deemed compensation for past work or for past performance of
Employee under any circumstances but will instead be solely an incentive to potential future
performance from the date of vesting forward of such right; and, Employee will have no rights,
entitlement or expectation of rights with respect to any such option or with respect to the stock
subject to any such option except as explicitly set forth in the Company’s applicable stock option
plan and stock option agreement forms.




     (g) This writing constitutes the entire agreement of the parties with respect to the
subject matter hereof and may not be modified, amended or terminated except by a written
agreement signed by all parties hereto, provided however that compensation levels may be
adjusted by assent of the parties, which assent of Company will be in writing and signed on
behalf of Company stating the adjusted level and which assent of Employee may be established by
acceptance by Employee of compensation at such adjusted level.



     (h) This Agreement will be binding upon and inure to the benefit of both parties and their
respective successors and assigns, including any corporation with which, or into which, the
Company may be merged or which may succeed to the Company’s assets or business, provided,
however, that the obligations of the Employee are personal and will not be assigned by him or
her.



     (i) No waiver by the Company of any breach or default hereunder will be considered valid
unless in writing signed by all parties hereto, and no such waiver will be deemed a waiver of
any subsequent breach or default of a similar nature.



     (j) If any provisions of this Agreement will be held unenforceable, such unenforceability
will attach only to such provisions and will not render unenforceable any other severable
provisions of this Agreement, and this Agreement will be carried out as if any such
unenforceable provisions were not contained herein, unless the unenforceability of such
provisions substantially impairs the benefits of the remaining portions of this Agreement.



     (k) This Agreement may be executed in two or more counterparts, each of which will be
deemed one original.



     (l) This Agreement will be deemed to be a contract that is made in Massachusetts, under
the laws of the Commonwealth of Massachusetts; and, for all purposes this Agreement will be
construed and enforced in accordance with the internal laws of Massachusetts, without regard to
conflicts of laws principles, provided that to the extent permitted by Federal law the
provisions for arbitration hereunder will be under and governed by the Federal Arbitration Act.



          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed
as of the date first above written.




	 	 	 	 	 	 	 
	Employee signature:	 	athenahealth, Inc.	 	 
	 
	 	 	 	 	 	 
	/s/
Tim Adams
 

	 	By:
	 	/s/ Jonathan Bush
 

	 	 
	Print name: Tim Adams	 	Print name: Jonathan Bush	 	 
	Print address: 10 Stevens Circle	 	Title: CEO & President	 	 
	Westwood, MA 02090	 	311 Arsenal St., Watertown, MA 02472	 	 




 









 






SCHEDULE A TO EMPLOYMENT AGREEMENT



Position:



Compensation: Employee’s base salary will be at an annual gross rate of $315,000 (the “Base
Salary”). The Base Salary shall be payable in accordance with the Company’s payroll practices, as
in effect from time to time, and shall be subject to required federal, state and local taxes and
withholdings. Employee will be entitled to annual consideration for a bonus based on Employee’s and
the Company’s performance. Such bonus, if any, shall be determined by the Company in its sole
discretion, and shall be paid as and according to the schedule determined by the Company.



Additional Compensation: In addition to the above compensation, Employee will be entitled to a
signing bonus of $50,000, payable after both start of employment and relocation to Boston are
fulfilled. The signing bonus is not based on Employee’s performance and will be paid in a timely
fashion.



Stock Option Recommendations: Following the execution and delivery to the Company of this
Agreement, the Company will recommend to its Board of Directors (or the Boards’ designee) grant to
Employee of an option (the “Option”) to purchase 90,000 shares of the Company’s Common Stock,
subject to the terms and conditions in the Company’s stock option plan and in the Company’s stock
option agreement form that are current at the time of grant.



Restricted Stock Unit Recommendations: Following the execution and delivery to the Company of
this Agreement, the Company will recommend to its Board of Directors (or the Board’s designee) a
grant to Employee of 40,000 restricted stock units (the “RSUs”) that are issuable in shares of the
Company’s Common Stock. The RSUs shall be subject to the terms and conditions of the Company’s
equity compensation plan under which they are granted and of the Company’s form of restricted stock
unit award agreement in effect at the time of grant.




SCHEDULE B TO EMPLOYMENT AGREEMENT




     The following is a complete list of all Prior Inventions.



     X                  No Prior Inventions


                         
See below description of Prior Inventions (reference and attach additional, initialed sheets
if necessary)



Initials
of Employee for Schedules A and B: TA