OF CONTROL" SHALL MEAN A
CHANGE IN OWNERSHIP OR CONTROL OF THE COMPANY EFFECTED THROUGH A MERGER,
CONSOLIDATION OR ACQUISITION BY ANY PERSON OR RELATED GROUP OF PERSONS (OTHER
THAN AN ACQUISITION BY THE COMPANY OR BY A COMPANY-SPONSORED EMPLOYEE BENEFIT
PLAN OR BY A PERSON OR PERSONS THAT DIRECTLY OR INDIRECTLY CONTROLS, IS
CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, THE COMPANY) OF BENEFICIAL
OWNERSHIP (WITHIN THE MEANING OF RULE 13D-3 OF THE SECURITIES EXCHANGE ACT OF
1934) OF SECURITIES POSSESSING MORE THAN FIFTY PERCENT OF THE TOTAL COMBINED
VOTING POWER OF THE OUTSTANDING SECURITIES OF THE COMPANY.
2.
TERMINATION OBLIGATIONS.
2.1
RESIGNATION FROM ALL OFFICES AND DIRECTORSHIPS.
IN THE EVENT OF ANY
TERMINATION OF EMPLOYEE'S EMPLOYMENT FOR ANY REASON, EMPLOYEE SHALL BE DEEMED TO
HAVE RESIGNED VOLUNTARILY FROM ALL OFFICES, DIRECTORSHIPS, AND OTHER POSITIONS
HELD WITH THE COMPANY, OR ANY OF THE COMPANY'S SUBSIDIARIES, TO THE EXTENT HE
WAS SERVING IN ANY SUCH CAPACITIES AT THE TIME OF TERMINATION.
2.2
COOPERATION WITH THE COMPANY.
EMPLOYEE WILL COOPERATE WITH THE COMPANY IN
THE WINDING UP OR TRANSFERRING TO OTHER EMPLOYEES ANY PENDING WORK OR PROJECTS.
EMPLOYEE WILL ALSO COOPERATE WITH THE COMPANY IN THE DEFENSE OF ANY ACTION
BROUGHT BY ANY THIRD PARTY AGAINST THE COMPANY THAT RELATES TO EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY.
2.3
RETURN OF DOCUMENTS AND OTHER INFORMATION.
EMPLOYEE AGREES THAT ALL
PROPERTY, INCLUDING, WITHOUT LIMITATION, ALL EQUIPMENT, TANGIBLE PROPRIETARY
INFORMATION, DOCUMENTS, BOOKS, RECORDS, REPORTS, NOTES, CONTRACTS, LISTS,
COMPUTER DISKS (AND OTHER COMPUTER-GENERATED FILES AND DATA), AND COPIES
THEREOF, CREATED ON ANY MEDIUM AND FURNISHED TO, OBTAINED BY, OR PREPARED BY
EMPLOYEE IN THE COURSE OF, OR INCIDENT TO HER EMPLOYMENT, BELONGS TO THE COMPANY
AND SHALL BE RETURNED PROMPTLY TO THE COMPANY UPON TERMINATION AND AT ANY OTHER
TIME AS DEMANDED BY THE COMPANY. EMPLOYEE WILL CONTINUE TO HONOR ALL AGREEMENTS
WITH THE COMPANY AND ANY OF ITS AFFILIATES REGARDING THEIR PROPRIETARY
INFORMATION, INCLUDING ANY NON-COMPETE, NON-SOLICITATION, CONFIDENTIALITY OR USE
RESTRICTION AGREEMENTS.
2.4
TERMINATION OF BENEFITS.
ALL BENEFITS TO WHICH EMPLOYEE IS OTHERWISE
ENTITLED SHALL CEASE UPON EMPLOYEE'S TERMINATION, UNLESS EXPLICITLY CONTINUED
EITHER UNDER THIS AGREEMENT OR UNDER ANY SPECIFIC POLICY OR BENEFIT PLAN OF THE
COMPANY.
2.5
INJUNCTIONS.
EMPLOYEE ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN
THIS AGREEMENT ARE REASONABLE AND NECESSARY IN VIEW OF THE NATURE OF THE
COMPANY'S BUSINESSES, IN ORDER TO PROTECT THE LEGITIMATE INTERESTS OF THE
COMPANY, AND THAT ANY VIOLATION THEREOF WOULD RESULT IN IRREPARABLE INJURY TO
THE COMPANY.
THEREFORE, EMPLOYEE AGREES THAT, IN THE EVENT OF A BREACH OR
THREATENED BREACH BY EMPLOYEE OF THE PROVISIONS HEREOF, THE COMPANY SHALL BE
ENTITLED
2
TO OBTAIN FROM ANY COURT OF COMPETENT JURISDICTION, PRELIMINARY AND PERMANENT
INJUNCTIVE RELIEF RESTRAINING EMPLOYEE FROM ANY VIOLATION OF THE FOREGOING.
3.
ARBITRATION.
3.1
THE COMPANY AND EMPLOYEE HEREBY AGREE THAT, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY AND ALL CLAIMS OR CONTROVERSIES BETWEEN THEM (OR BETWEEN
EMPLOYEE AND ANY PRESENT OR FORMER OFFICER, DIRECTOR, AGENT, OR EMPLOYEE OF THE
COMPANY OR ANY