(iv) the Executive’s material breach of this Agreement;(v) the Executive’s intentional commission at any time in theperformance of his duties hereunder of any act of fraud, embezzlement, misappropriation of Companyproperty, moral turpitude or breach of fiduciary duty against the Company that has a materialadverse effect on the Company; or(vi) the Executive’s commission of a felony, other than as a result of vicariousliability or as a result of a traffic violation.For purposes hereof, no act or omission shall be deemed to be “willful” if such act oromission was taken (or omitted) in the good faith belief that such is in the best interests of, ornot opposed to the best interests of, the Company or if such act or omission resulted from theExecutive’s physical or mental incapacity.(f) “Change in Control” shall occur when:(i) APerson (which term, when used in this Section 1(f), shall notinclude the Company, any underwriter temporarily holding securities pursuant to an offering of suchsecurities, any trustee or other fiduciary holding securities under an employee benefit plan of theCompany, any Company owned, directly or indirectly, by the stockholders of the Company insubstantially the same proportions as their ownership of Voting Stock of the Company or AndrewMcKelvey or his Affiliates; provided, however, if Andrew McKelvey or his Affiliates becomes part ofa “group” then such group may be included in the definition of Person in this subparagraph) is orbecomes, without the prior consent of a majority of the Continuing Directors, the beneficial owner(as defined in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended),directly or indirectly, of Voting Stock representing twenty-five percent (25%) (or, even with suchprior consent, forty percent (40%)) or more of the combined voting power for election of directorsof the Company’s then outstanding securities; or(ii) The Company consummates a reorganization, merger orconsolidation of the Company (which prior to the date of such consummation has been approved by theCompany’s stockholders) or the Company sells, or otherwise disposes of, all or substantially all ofthe Company’s property and assets (other than a reorganization, merger, consolidation or sale whichwould result in all or substantially all of the beneficial owners of the Voting Stock of theCompany outstanding immediately prior thereto continuing to beneficially own, directly orindirectly (either by remaining outstanding or by being converted into voting securities of theresulting entity), more than fifty percent (50%) of the combined voting power of the votingsecurities of the Company or such entity resulting from the transaction (including, withoutlimitation, an entity which as a result of such transaction owns the Company or substantially allof the Company’s property or assets, directly or indirectly) outstanding immediately after suchtransaction in substantially the same proportions relative to each other as their ownershipimmediately prior to such transaction), or the Company’s stockholders approve a liquidation ordissolution of the Company; or
 
2

 
(iii) The individuals who are Continuing Directors of the Company (as defined below) ceasefor any reason to constitute at least a majority of the Board in any 12 month period.(g) “Code” shall mean the Internal Revenue Code of 1986, as amended.(h) “Committee” shall mean the Compensation/Stock Option Committee of the Board.(i) “Common Stock” shall mean the $.01 par value common stock of the Company.(j) “Company” shall, except as otherwise provided in Section 9, have the meaningset forth in the preamble hereto.(k) “Competitive Business” shall mean at any time during the Term and during the12-month period immediately following the Date of Termination, any entity (which term “entity”shall for purposes of this Section 1(k) include any subsidiaries, parent entities or otherAffiliates thereof) that, as of the Date of Termination, competes with any of the businesses of theCompany.(l) “Continuing Director” means (i) any member of the Board immediately following theelection of directors at the Company’s 2006 annual meeting of stockholders or (ii) any person whosubsequently becomes a member of the Board who was elected by a majority of Continuing Directors orwhose appointment, election or nomination for election to the Board is recommended by a majority ofthe Continuing Directors (which person shall thereby become a “Continuing Director”).(m) “Date of Termination” shall mean (i) if the Executive’s employment is terminated byhis death, the date of his death; (ii) if the Executive’s employment is terminated as a result ofDisability, the date provided in Section 6(a)(ii); and (iii) if the Executive’s employment isterminated pursuant to Sections 6(a)(iii) — (vii), the date specified in the Notice of Termination(or if no such date is specified, the last day of the Executive’s active employment with theCompany), in each case provided in accordance with this Agreement.(n) “Disability” shall mean “Disabled” as such term is defined in Section409A(a)(2)(C) of the Code.(o) “Equity Incentive Plan” means the Company’s 1999 Long-Term Incentive Plan, asamended from time to time (or any other equity based compensation plan or agreement that may beadopted or entered into by the Company from time to time).(p) “Executive” shall have the meaning set forth in the preamble hereto.
 
3

 
(q) The Executive shall have “Good Reason” to resign her employment upon the occurrenceof any of the following without the Executive’s prior written consent:(i) failure of the Company to continue the Executive in the position of, and with thetitles of, Executive Vice President, Chief of Staff - Innovation Coordinator;(ii) a material diminution or undue dilution in the nature or scope ofthe Executive’s employment responsibilities, duties or authority, a material interference with thedischarge of the Executive’s responsibilities, duties or authority or the assignment to theExecutive of duties or responsibilities that are materially and adversely inconsistent with histhen position;(iii) relocation of the Company’s executive offices more than 35 miles from New York City, orany requirement that the Executive relocate from his residence from the place existing on theEffective Date;(iv) failure of the Company to timely make any material payment or provide any materialbenefit under this Agreement, or the Company’s reduction of any compensation or equity or anymaterial reduction of any benefits that the Executive is eligible to receive under this Agreement;or(v) the Company’s material breach of this Agreement; provided,however, that notwithstanding the foregoing the Executive may not resign his employment for GoodReason unless: (x) the Executive provides the Company with at least 30 days prior written notice ofhis intent to resign for Good Reason (which notice is provided not later than the 90th dayfollowing the date on which the Executive becomes aware of the occurrence of the event constitutingGood Reason), and (y) the Company does not remedy the allegedviolation(s) within such 30-dayperiod; and, provided, further, that notwithstanding the foregoing if the Executive is suspendedpursuant to Section 6(b), such suspension (and any corresponding diminution of the Executive’stitle, duties or compensation, or other change to the Executive’s employment arrangements describedhereunder) shall not, in and of itself, give the Executive Good Reason to resign his employment.(r) “Intellectual Property” shall have the meaning set forth in Section 9(f).(s) “Non-Compete Term” shall have the meaning set forth in Section 9(a).(t) “Notice of Termination” shall have the meaning set forth in Section 6(b).(u) “Option” shall mean an option to purchase Common Stock pursuant to the EquityIncentive Plan, as amended from time to time (or any other equity based compensation plan oragreement that may be adopted or entered into by the Company from time to time).
 
4

 
(v) “Person” shall mean an individual, partnership, corporation, business trust, limitedliability company, joint stock company, trust, unincorporated association, joint venture,governmental authority or other entity of whatever nature.(w) “Pro-Rata Bonus” shall have the meaning set forth in Section 7(d). (x) “Release” shall have the meaning set forth in Section 7(b).(y) “Restricted Stock” shall mean a share or shares of Common Stock granted to theExecutive pursuant to the Equity Incentive Plan, as amended from time to time (or any other equitybased compensation plan or agreement that may be adopted or entered into by the Company from timeto time).(z) “Term” shall have the meaning set forth in Section 2.(aa) “Voting Stock” means all capital stock of the Company which by its terms may be votedon all matters submitted to stockholders of the Company generally.2. **Employment****.**Subject to Section 6, the Company shall employ the Executive and theExecutive shall continue in the employ of the Company, for the period set forth in this Section 2,in the positions set forth in the first sentence of Section 3 and upon the other terms andconditions herein provided. The term of employment under this Agreement (the “Term”) shall be forthe period beginning on the Effective Date and ending on the fourth anniversary of the EffectiveDate unless earlier terminated as provided in Section 6. The Initial Term shall automatically beextended for successive one-year periods (each, an “Extension Term”) unless either party heretogives written notice of non-extension to the other party no later than 90 days prior to thescheduled expiration of the Initial Term or the then applicable Extension Term (the Initial Termand any Extension Term shall be collectively referred to hereunder as the “Term”).3. **Position and Duties****.**The Executive shall serve as Executive Vice President, Chiefof Staff - Innovation Coordinator, with such duties and responsibilities with respect to theCompany and its Affiliates as the Company’s Chief Executive Officer (“CEO”) directs. The Executiveshall devote substantially all of his business time, attention and efforts, toward the performanceof his duties under this Agreement. The Executive shall devote substantially all of his businesstime, attention and efforts, toward the performance of his duties under this Agreement.Notwithstanding the foregoing, the Executive may manage his personal investments, be involved incharitable and professional activities (including serving on charitable and professional boards),and, with the consent of the Board, serve on not more than two boards of directors and advisorycommittees of public companies (including service on the Board of the Company), so long as suchservice does not materially interfere with the performance of the Executive’s duties hereunder orviolate Section 9 hereof.4. **Place of Performance****.**In connection with his employment during the Term, theExecutive shall be based at the Company’s offices in New York City, except for necessary travel onthe Company’s business.
 
5

 
5. **Compensation and Related Matters****.**(a) Annual Base Salary. At the commencement of the Term, the Executive shall receive abase salary at a rate of $375,000 per annum (the “Annual Base Salary”), paid in accordance with theCompany’s general payroll practices for executives, but no less frequently than monthly. The CEO,Board and the Committee may in their sole discretion review the rate of Annual Base Salary payableto the Executive in effect from time to time, and may, in their sole discretion, increase (but notdecrease) the rate of Annual Base Salary payable hereunder; provided, however, that any increasedrate shall thereafter be the rate of “Annual Base Salary” hereunder.(b) Bonus. With respect to 2007 and each subsequent fiscal year during the Term (orportion thereof), the Executive shall be eligible to receive a bonus (the “Bonus”), as determinedpursuant to the Company’s 1999 Long Term Incentive Plan (or any similar or successor plan)(collectively, the “Bonus Plan”), and on the basis of the Executive’s or the Company’s attainmentof objective financial or other operating criteria established by the Committee in its sole goodfaith discretion and in consultation with the Executive. With respect to the 2007 fiscal year, youwill be eligible to receive a target bonus opportunity of 100% of your Annual Base Salary, providedthat the bonus for fiscal year 2007 shall be no less than $200,000, subject to your continuedemployment with the Company through the date such bonus is paid, such bonus will not be pro-ratedbased on the days the Executive was actually employed by the Company in fiscal year 2007. For theyears subsequent to 2007, you shall be eligible for a bonus opportunity of 100% of your Annual BaseSalary subject to the terms of the Bonus Plan. The Bonus for each fiscal year shall be paid to theExecutive no later than 75 days following the completion of such fiscal year. In addition, theExecutive shall be eligible to participate in any other bonus or compensation plan or program thatmay be established by the Committee and that covers the Executive (even if such plan or programdoes not provide for qualified performance-based bonuses within the meaning of Code Section162(m)), at a level commensurate with the Executive’s position.(c) Sign-On Bonus. The Executive shall receive a one-time sign-on bonus of $100,000(the “Sign-on Bonus”) (less applicable withholding taxes) which shall be paid in lump sum within 30days of the Effective Date.(d) Equity Awards.(i) The Company shall recommend to the Compensation Committee of the Board (the“Compensation Committee”) within three months of the Effective Date that, subject to approval bythe Compensation Committee, the Executive shall be awarded 40,000 shares of Restricted Stock inaccordance with the terms of the Equity Incentive Plan, subject to such vesting of one-fourth (1/4)thereof on each of the first anniversary of the approval date of such award by the CompensationCommittee and each of the three anniversaries thereafter. Additionally, the award of the RestrictedStock, if any, shall be subject to (i) the terms of the Company’s standard Restricted Stockagreement which shall be required to be signed and returned by the Executive for the award to beeffective, and (ii) compliance with applicable securities laws and the Company’s policies concerning insider trading and equity practices, asdetermined by the Compensation Committee in its sole discretion. For the avoidance of doubt, theCommittee shall have complete and sole discretion as to whether to grant an award under thisSection 5(d)(i).
 
6

 
(ii) For each year during the Term after 2007, the Executive shall be eligible to begranted Restricted Stock Units, Restricted Stock, Options and/or other equity compensation awardsat such time(s) and in such amount(s) as may be determined by the Committee in its sole discretion,at a level commensurate with the Executive’s position. For the avoidance of doubt, the Committeeshall have complete and sole discretion as to whether to grant awards (if any) under this Section5(d)(ii).(e) Benefits. The Executive (and his eligible dependents) shall be entitled to receivesuch benefits (including, without limitation, fringe benefits and perquisites) and to participatein such employee benefit plans, including life, health and disability insurance policies and theCompany’s Code Section 401(k) pension plan, as are generally provided by the Company to its seniorexecutives in accordance with the terms of such plans, practices and programs of the Company, at alevel commensurate with the Executive’s position.(f) Expenses.The Company shall reimburse the Executive for all reasonable andnecessary expenses incurred by the Executive in connection with the performance of the Executive’sduties as an employee of the Company. Such reimbursement is subject to the submission to theCompany by the Executive of appropriate documentation and/or vouchers in accordance with thecustomary procedures of the Company for expense reimbursement, as such procedures may be revised bythe Company from time to time and to such caps on reimbursements as the Board may from time to timeimpose.(g) Paid Time Off. The Company shall provide the Executive with Paid Time Off (“PTO”)based on length of service with the Company. Under such plan the Executive will be eligible toaccrue PTO daily with an annual maximum PTO entitlement of 168 hours (21 days a year) untilreaching the fifth (5th) anniversary of the Effective Date. Upon reaching the fifth(5th) anniversary of the Effective Date, the Executive will accrue PTO daily with anannual PTO entitlement of 208 hours (26 days a year) until the tenth (10th) anniversaryof the Effective Date. The daily accrual is the annual accrual amount divided by the total days ina year. PTO encompasses vacation days, personal days and sick days, including the waiting periodfor short term disability coverage.
 
7

 
6. **Termination****.**The Executive’s employment hereunder may be terminated by theCompany, on the one hand, or the Executive, on the other hand, as applicable, without any breach ofthis Agreement only under the following circumstances:(a) Terminations.(i) Death. The Executive’s employment hereunder shall terminate upon his death.(ii) Disability. In the event of the Executive’s Disability, the Company maygive the Executive written notice of its intention to terminate the Executive’s employment while heremains so disabled. In such event, the Executive’s employment with the Company shall terminateeffective on the 14th day after delivery of such notice, provided that within the 14 days aftersuch delivery, the Executive shall not have returned to full-time performance of his duties.(iii) Cause. The Board may terminate the Executive’s employment hereunder forCause in accordance with the terms of Section 1(e) hereof.(iv) Good Reason. The Executive may terminate his employment for Good Reason inaccordance with the terms of Section l(q) hereof.(v) Without Cause. The Company may terminate the Executive’s employmentwithout Cause upon 30 days written notice to the Executive.(vi) Resignation without Good Reason. The Executive may resign his employmentwithout Good Reason upon 60 days written notice to the Company.(vii) Non-Extension of Term. The Executive’s employment shallterminate as of the last day of the Term if either party provides notice of non-extension of theTerm to the other pursuant to Section 2.(b) Notice of Termination. Any termination of the Executive’s employment by theCompany or by the Executive under this Section 6 (other than termination pursuant to paragraph(a)(i) or (a)(vii)) shall be communicated by a written notice to the other party hereto indicatingthe specific termination provision in this Agreement relied upon, setting forth in reasonabledetail any facts and circumstances claimed to provide a basis for termination of the Executive’semployment under the provision so indicated, and specifying a Date of Termination in accordancewith this Agreement (a “Notice of Termination”); provided, the Company may suspend the Executivefrom his position with full pay during any notice period.(c) Upon the occurrence of any termination of the Executive’s employment with the Company, theExecutive shall and shall be deemed to immediately resign from any membership on the Board and fromany committees thereof (and the Executive shall promptly tender to the Board a written resignationletter effecting the foregoing).
 
8

 
7. **Severance Payments and Benefits****.**(a) Termination for any Reason. In the event the Executive’s employment with theCompany is terminated for any reason, as soon as reasonably practicable after such termination theCompany shall pay the Executive (or his beneficiary in the event of his death) a lump sum equal toany unpaid Annual Base Salary that has accrued as of the Date of Termination, any unreimbursedexpenses due to the Executive, and an amount for any accrued but unused vacation days and anyearned but unpaid Bonus for any fiscal year of the Company completed prior to the date of suchtermination. The Executive shall also be entitled to accrued, vested benefits under the Company’sbenefit plans and programs as provided therein. The Executive shall be entitled to the cashseverance payments described below only as set forth herein, and the provisions of this Section 7shall supersede in their entirety any severance payment provisions in any severance plan, policy,program or arrangement maintained by the Company.(b) Terminations without Cause or for Good Reason. Except as otherwise provided bySection 7(c) with respect to certain terminations of employment after a Change in Control, if theExecutive’s employment shall terminate without Cause (pursuant to Section 6(a)(v)), or for GoodReason (pursuant to Section 6(a)(iv)), the Company shall (subject to the Executive’s entering intoa General Release with the Company in substantially the form attached hereto as Exhibit A(the “Release”)):(i) Pay to the Executive as severance an amount equal to theExecutive’s then current Annual Base Salary in equal monthly installments during the periodbeginning on the Date of Termination and ending on the first anniversary thereof; provided,however, that no amount shall be payable on or following the date the Executive first (i) breachesany of the covenants set forth in Sections 9(a) or 9(b) or (ii) materially breaches any of thecovenants set forth in Section 9(c) or 9(e), which is not remedied (if remediable) within 30 daysafter receipt of written notice from the Company specifying the breach;(ii) Continue to provide, at the Company’s expense, the Executive(and his eligible dependents) with the medical, dental and life insurance coverage in which he (orhis eligible dependents) was participating as of the Date of Termination (at a level then in effectwith respect to coverage and employee premiums) until the first anniversary of the Date ofTermination; and(iii) Pay to the Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses arepaid for the year of termination.(c) Certain Terminations after a Change in Control. If the Executive’s employmentshall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section6(a)(iv)) after a Change in Control, in any such case, the Company shall (subject to theExecutive’s entering into the Release):(i) Pay to the Executive an amount equal to the Executive’s thencurrent Annual Base Salary; payable in cash in a lump sum as soon as reasonably practicable aftersuch termination of employment but in no event later than five (5) business days thereafter;
 
9

 
(ii) Continue to provide, at the Company’s expense, the Executive(and his eligible dependents) with the medical, dental and life insurance coverage in which he (orhis dependents) was participating as of the Date of Termination (at a level then in effect withrespect to coverage and employee premiums) until the first anniversary of the Date of Termination;and(iii) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paidfor the year of termination; and(iv) all Restricted Stock, Options and other equity compensation awards then held by theExecutive shall become fully vested, free from restriction and/or exercisable for the balance oftheir respective terms with respect to all shares subject thereto; and(v) Notwithstanding any other provision of this Agreement, the parties acknowledge andagree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments andbenefits that the Executive shall be entitled to receive pursuant to this Section 7(c) inconnection with a termination of his employment and the subsequent occurrence of a Change inControl shall be offset by payments and benefits received by the Executive pursuant to Section 7(b)on or prior to the effective date of such Change in Control.(d) Termination by Reason of Disability or Death. If the Executive’s employment shallterminate by reason of his Disability (pursuant to Section 6(a)(ii)) or death (pursuant to Section6(a)(i)), then the Company shall pay to the Executive (or Executive’s estate) when bonuses are paidfor the year of termination a pro-rated amount of the Executive’s Bonus for the fiscal year inwhich the Date of Termination occurs equal to the product of (i) the amount of the Bonus theExecutive would have otherwise earned had he been employed by the Company on the last day of thefiscal year in which the Date of Termination occurs and (ii) the ratio of (A) the number of dayselapsed during such fiscal year prior to the Date of Termination to (B) 365 (the “Pro-Rata Bonus”),and provide the Executive (and his eligible dependents), as applicable, with the continued healthcoverage described in Section 7(b)(ii).(e) Survival. The expiration or termination of the Term shall not impair the rights orobligations of any party hereto which shall have accrued hereunder prior to such expiration.(f) No Mitigation/Set-Off. The Executive shall have no obligation to mitigate anypayments due hereunder. Any amounts earned by the Executive from other employment shall not offsetamounts due hereunder, except as provided in this Section 7. The Company’s obligation to pay theExecutive the amounts provided hereunder shall not be subject to set-off, counterclaim orrecoupment of amounts owed by the Executive to the Company or its affiliates,except (i) as provided by Section 7 and/or (ii) for any specific, stated amounts owed by theExecutive to the Company as evidenced by a writing signed by the Executive.
 
10

 
8. **[Intentionally omitted]**9. **Certain Restrictive Covenants****.**(a) The Executive shall not, at any time during the Term or during the 12- month periodfollowing the Date of Termination (the “Non-Compete Term”) without the Board’s prior writtenconsent directly or indirectly engage in, have any equity interest in, or manage or operate(whether as a director, officer, employee, agent, representative, security holder, consultant orotherwise) any Competitive Business; provided, however, that: (x) the Executive shall be permittedto acquire a passive stock or equity interest in such a Competitive Business provided the stock orother equity interest acquired is not more than five percent (5%) of the outstanding interest insuch a Competitive Business; (y) the Executive shall be permitted to acquire any investment througha mutual fund, private equity fund or other pooled account that is not controlled by the Executiveand which he has less than a five percent (5%) interest; or (z) the Executive may provide servicesto a subsidiary, division or Affiliate of a Competitive Business if such subsidiary, division orAffiliate is not itself engaged in a Competitive Business and the Executive does not provideservices to, or have any responsibilities regarding, the Competitive Business. At any time duringthe Non-Compete Term following the Date of Termination, the Executive may request in writing to theBoard that the Board consent to the Executive’s direct or indirect engagement in, ownership ofequity interest in, or management or operation of (whether as a director, officer, employee, agent,representative, security holder, consultant or otherwise) any Competitive Business, which requestthe Board shall consider in good faith based upon the Board’s reasonable determination of thepotential impact of the Executive’s involvement in such Competitive Business on the Company and itsstockholders. If the Executive believes that the Board would benefit from any additionalinformation or if the Executive has any issues or questions regarding any action taken or to betaken by the Board in connection with this Section 9(a), then the Board and the Executive (alongwith their respective representatives) shall meet and discuss any such issues or questions, and theExecutive shall be permitted to present the Board with any relevant information that he deemsappropriate. The Board and the Executive shall act in good faith to address all outstanding issuesand questions while protecting the interests of the Company and its stockholders.(b) During the 12 month period following the Date of Termination, the Executive shall not,directly or indirectly (a) recruit, hire or otherwise solicit any person employed by the Company,its subsidiaries, or any of their respective Affiliates as of the Termination Date, (b) recruit,hire or otherwise solicit for employment any person known by the Executive (after reasonableinquiry) to be employed at the time by the Company, its subsidiaries, or any of their respectiveAffiliates as of the date of the solicitation, (c) recruit or otherwise solicit or induce anynon-clerical employee, director, consultant, wholesale customer, vendor, supplier, lessor or lesseeof the Company to terminate his or its employment or arrangement with the Company or otherwisechange its relationship with the Company, provided that nothing inthis Section 9(b) shall prohibit the Executive from providing employment, personal or otherreferences for any such Person or general advertising for employees by the Executive or anyPerson of which the Executive is an employee or Affiliate.
 
11

 
(c) Except as the Executive deems necessary (or, in good faith, desirable) to bedisclosed in connection with the performance of the Executive’s duties hereunder or as specificallyset forth in this Section 9, the Executive shall, in perpetuity, maintain in confidence and shallnot directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for hisbenefit or the benefit of any person, firm, corporation or other entity any confidential orproprietary information or trade secrets of or relating to the Company, including, withoutlimitation, information with respect to the Company’s operations, processes, products, inventions,business practices, finances, principals, vendors, suppliers, customers, potential customers,marketing methods, costs, prices, contractual relationships, regulatory status, business plans,designs, marketing or other business strategies, compensation paid to employees or other terms ofemployment, or deliver to any person, firm, corporation or other entity any document, record,notebook, computer program or similar repository of or containing any such confidential orproprietary information or trade secrets. Notwithstanding anything herein to the contrary, nothingshall prohibit the Executive from disclosing any information that is (i) generally known by thepublic (unless such knowledge occurs as a result of the Executive’s breach of any portion of thisSection 9(c)), (ii) when disclosure is required by law or by any court, arbitrator, mediator oradministrative or legislative body (including any committee thereof) with apparent jurisdiction toorder the Executive to disclose or make accessible any information, provided that, unless otherwiseprohibited by law and provided such information is not related to any illegal activities of theCompany or any of its subsidiaries, the Executive shall provide the Company with prompt notice ofany such requested or required disclosure and shall reasonably cooperate with the Company in anyeffort by the Company to prevent or otherwise contest such disclosure or (iii) with respect to anyother litigation, arbitration or mediation involving this Agreement, including, but not limited to,the enforcement of this Agreement. The parties hereby stipulate and agree that as between them theforegoing matters are important, material and confidential proprietary information and tradesecrets and affect the successful conduct of the businesses of the Company (and any successor orassignee of the Company). Upon termination of the Executive’s employment with the Company for anyreason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals,letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any otherdocuments concerning the Company’s customers, business plans, designs, marketing or other businessstrategies, products or processes, provided that the Executive may retain (i) papers and othermaterials of a personal nature, including, but not limited to, photographs, correspondence,personal diaries, calendars and rolodexes, personal files and phone books, (ii) information showinghis compensation or relating to reimbursement of expenses, (iii) information that he reasonablybelieves may be needed for tax purposes, (iv) copies of plans, programs and agreements relating tohis employment, or termination thereof, with the Company and (v) copies of minutes, presentationmaterials and personal notes from any meeting of the Board, or any committee thereof, while he wasa member ofthe Board.
 
12

 
(d) The Executive shall reasonably cooperate with and assist the Company and its counsel atany time and in any manner reasonably required by the Company or its counsel (with due regard forthe Executive’s other commitments if he is not employed by the Company) in connection with anylitigation or other legal process affecting the Company of which the Executive has knowledge as aresult of his employment with the Company (other than any litigation with respect to thisAgreement). In any event, (i) in any matter subject to this Section 9(d), the Executive shall notbe required to act against the best interests of any new employer or new business venture in whichhe is a partner or active participant and (ii) any request for such cooperation shall take intoaccount (A) the significance of the matters at issue in the litigation, arbitration, proceeding orinvestigation and (B) the Executive’s other personal and business commitments. The Company agreesto provide the Executive reasonable notice in the event his assistance is required. The Companywill reimburse the Executive for all reasonable expenses and costs he may incur as a result ofproviding such assistance, including lost wages (after the Term), travel costs and legal fees tothe extent the Executive reasonably believes that separate representation is warranted. TheExecutive’s entitlement to reimbursement of expenses, including legal fees pursuant to this Section9(d), shall in no way affect the Executive’s rights to be indemnified and/or advanced expenses inaccordance with the Company’s corporate documents, insurance policies and/or in accordance withthis Agreement.(e) The Executive shall not intentionally disparage the Company, any of its products orpractices, or any of its directors, officers, or employees, whether orally, in writing orotherwise, at any time. The Company (including without limitation its directors) shall notintentionally disparage the Executive, whether orally, in writing or otherwise, at any time.Notwithstanding the foregoing: nothing in this Section 9(e) shall (i) limit the ability of theCompany or the Executive, as applicable, to provide truthful testimony as required by law or anyjudicial or administrative process or the Executive from making normal commercial competitive typestatements in a competitive business situation not based on his employment with the Company, or(ii) prevent any Person from (x) responding publicly to incorrect, disparaging or derogatory publicstatements to the extent reasonably necessary to correct or refute such public statement or (y)making any truthful statement to the extent necessary in any litigation, arbitration or mediationproceeding involving this Agreement, including, but not limited to, the enforcement of thisAgreement. In no event shall any termination of the Executive’s employment by the Company or theExecutive for any reason constitute disparagement for purposes of this Section 9(e).(f) The Executive agrees that all strategies, methods, processes, techniques, marketing plans,merchandising schemes, themes, layouts, mechanicals, trade secrets, copyrights, trademarks,patents, ideas, specifications and other material or work product (“Intellectual Property”) thatthe Executive creates, develops or assembles in connection with his employment hereunder shallbecome the permanent and exclusive property of the Company to be used in any manner it sees fit, inits sole discretion. The Executive shall not communicate to the Company any ideas, concepts, orother intellectual property of any kind (other than that required in his capacity as an officer ofthe Company) which (i) were earlier communicated to the Executive in confidence by any third partyas proprietary information, or (ii) the Executive knows or has reason to know is the proprietary information of any third party. All IntellectualProperty created or assembled in connection with the Executive’s employment hereunder shall be thepermanent and exclusive property of the Company. The Company and the Executive mutually agree thatall Intellectual Property and work product created in connection with this Agreement, which issubject to copyright, shall be deemed to be “work made for hire,” and that all rights to copyrightsshall be vested in the Company. If for any reason the Company cannot be deemed to have commissioned“work made for hire,” and its rights to copyright are thereby in doubt, then the Executive agreesnot to claim to be the proprietor of the work prepared for the Company, and to irrevocably assignto the Company, at the Company’s expense, all rights in the copyright of the work prepared for theCompany.
 
13

 
(g) The Company and the Executive expressly acknowledge and agree that the agreementsand covenants contained in this Section 9 are reasonable. In the event, however, that any agreementor covenant contained in this Section 9 shall be determined by any court of competent jurisdictionto be unenforceable by reason of its extending for too great a period of time or over too great ageographical area or by reason of its being too extensive in any other respect, it will beinterpreted to extend only over the maximum period of time for which it may be enforceable, and/orover the maximum geographical area as to which it may be enforceable and/or to the maximum extentin all other respects as to which it may be enforceable, all as determined by such court in suchaction.(h) As used in this Section 9, the term “Company” shall include the Company and any ofits direct or indirect subsidiaries within the meaning of Code Section 424(f).(i) Any limitation on the Executive’s activities or any forfeiture of benefits, equityor compensation based on violation of limitations on the Executive’s activities shall not be basedon any limitation that is any broader than those set forth in this Section 9.10. **Specific Performance.** It is recognized and acknowledged by the Executive andthe Company that a breach by such Person of such Person’s covenants contained in Section 9will cause irreparable damage to the Company or the Executive, as applicable, and its or hisgoodwill or reputation, the exact amount of which will be difficult or impossible toascertain, andthat the remedies at law for any such breach will be inadequate. Accordingly, the partiesagree that in the event a party breaches any covenant contained in Section 9, in addition to anyother remedy which may be available at law or in equity (or under any other agreement between theCompany and the Executive), the other party will be entitled to specific performance andinjunctive relief.11. **Purchases and Sales of the Company’s Securities.** The Executive agrees to usehis reasonable best efforts to comply in all respects with the Company’s applicable writtenpolicies regarding the purchase and sale of the Company’s securities by employees, as suchwritten policies may be amended from time to time and disclosed to the Executive. Inparticular, and without limitation, the Executive agrees that he shall not purchase or sell Companysecurities while an employee during any “trading blackout period” as may be determined by the Companyand set forth in the Company’s applicable written policies from time to time.
 
14

 
12. **Cooperation Regarding Insurance.** The Company and/or any of its subsidiaries, divisions or Affiliates may, from time to time, apply for and obtain, for its ortheir benefit and at its or their sole expense, key man life, health, accident, disability, or other insurance upon the Executive, in any amounts that it or they may deem necessary or desirableto protect its or their respective interests, and the Executive agrees to reasonably cooperatewith and assist the Company or any such subsidiary, division or Affiliate in obtaining any and all suchinsurance by submitting to all reasonable medical examinations, if any, and by filling out,executing and delivering any and all insurance applications and other instruments as may bereasonably necessary to obtain such insurance.13. **Representations.**(a) The Executive hereby represents and warrants, to the best of his knowledge,that he is not a party to or bound by any agreement, arrangement or understanding, written or otherwise, which prohibits or in any manner restricts his ability to enter into andfulfill his obligations under this Agreement (other than confidentiality obligations with any of theExecutive’s prior employers). The parties acknowledge and agree that the Executive shall notuse of disclose, or be permitted to use or disclose, any confidential or proprietaryinformation belonging to any prior employer in connection with the performance of his duties under thisAgreement.(b) The Company represents and warrants that (i) it is fully authorized byaction of the Board and of any Person whose action is required to enter into this Agreementand perform its obligations; (ii) the execution, delivery and performance of this Agreement by itdoes not and will not violate any applicable law, regulation, order, judgment or decree or anyagreement, plan or corporate governance document to which it is a party or by which it isbound; and (iii) upon the execution and delivery of this Agreement by the parties, this Agreementshall be a valid and binding obligation of the Company, enforceable against it in accordance withits terms.14. **Delegation and Assignment.** The Executive shall not delegate his employmentobligations under this Agreement to any other person. The Company may not assign any of itsobligations hereunder other than to any entity that acquires (by purchase, merger orotherwise) all or substantially all of the Voting Stock or assets of the Company, provided such acquirerpromptly assumes all of the obligations hereunder of the Company in a writing delivered to theExecutive. In the event of the Executive’s death while he is receiving severance hereunder theremainder shall be paid to his estate. In the event of a merger or other combination, or thesale or liquidation of business and assets, the Company shall use its reasonable best efforts to causesuch assignee or transferee to promptly and expressly assume the liabilities, obligations andduties of the Company hereunder.
 
15

 
15. **Notices.** Any written notice required by this Agreement will be deemed providedand delivered to the intended recipient when (a) delivered in person by hand; or (b) three (3)days after being sent via U.S. certified mail, return receipt requested; or (c) one (1) dayafter being sent via by overnight courier, in each case when such notice is properly addressedto the following address and with all postage and similar fees having been paid in advance:If to the Company:Monster Worldwide, Inc.