policy, program, contract or practice of the Company, shall terminate,
except as required by federal or state law, by applicable plan terms, or by the
express terms of this Agreement.
6.
STOCK OPTIONS.
THE PARTIES ACKNOWLEDGE THAT SZYCHER HAS BEEN
AWARDED OPTIONS TO PURCHASE 3,230,743 SHARES OF THE COMPANY'S COMMON STOCK, ALL
OF WHICH OPTIONS ARE FULLY VESTED.
THE GRANT DATES AND EXERCISE PRICES OF SUCH
OPTIONS ARE SET FORTH IN EXHIBIT B HERETO.
SZYCHER SHALL HAVE THE RIGHT TO
EXERCISE ANY OR ALL OF HIS OPTION SHARES UNTIL THE EARLIER OF (A) NINETY (90)
DAYS FROM THE SEPARATION DATE OR (B) THE DATE THEY WOULD OTHERWISE EXPIRE BY
THEIR
2
TERMS.
THE OPTIONS SHALL TERMINATE ON THE EARLIER OF (I) THE CLOSE OF BUSINESS
ON THE NINETIETH (90TH) DAY FOLLOWING THE SEPARATION DATE, OR (II) THE CLOSE OF
BUSINESS ON THE DATE THEY WOULD OTHERWISE EXPIRE BY THEIR TERMS.
7.
PROPERTY; COMPUTERS.
SZYCHER REPRESENTS AND WARRANTS THAT NO
LATER THAN AUGUST 21, 2006, HE WILL RETURN TO THE CFO ANY AND ALL DOCUMENTS,
PRODUCTS, FILES, NOTES, MEMORANDA, RECORDS, REPORTS, MATERIALS AND INFORMATION
RELATED TO THE COMPANY AND ITS BUSINESS THAT MAY BE AT HIS HOME OR IN HIS
POSSESSION, INCLUDING ALL COPIES, EXTRACTS AND SUMMARIES THEREOF, WHETHER IN
HARD COPY OR ELECTRONIC FORMAT.
HE FURTHER AGREES THAT PRIOR TO RETURNING THESE
ITEMS, HE WILL NOT DISCLOSE THEM OR THEIR CONTENTS TO ANY PERSON OR ENTITY OR
USE THEM OR THEIR CONTENTS FOR ANY PURPOSE EXCEPT FOR THE BENEFIT OF THE
COMPANY.
SZYCHER ALSO AGREES THAT HE WILL NOT ATTEMPT AT ANY TIME IN THE
FUTURE, FOR ANY PURPOSE, TO ACCESS OR USE ANY OF COMPANY'S COMPUTERS OR COMPUTER
NETWORKS OR SYSTEMS, INCLUDING THEIR SERVERS AND ELECTRONIC MAIL SYSTEM, UNLESS
AUTHORIZED TO DO SO BY THE CEO.
SZYCHER FURTHER AGREES TO RETURN, NO LATER THAN AUGUST 21, 2006, TO THE CFO ALL
PROPERTY AND EQUIPMENT OF THE COMPANY IN HIS POSSESSION, INCLUDING BUT NOT
LIMITED TO COMPUTER EQUIPMENT, CELLULAR PHONES, PDAS, ACCESS CARDS AND/OR KEYS,
PASSWORDS OR ACCESS CODES, CALLING CARDS AND CREDIT CARDS.
IN TURN, THE COMPANY
AGREES THAT IT SHALL RETURN TO SZYCHER, NO LATER THAN AUGUST 21, 2006, ANY
PERSONAL EFFECTS REMAINING IN HIS CARDIOTECH OFFICE.
FOR THE DURATION OF THE TRANSITION PERIOD, THE COMPANY SHALL MAKE AVAILABLE TO
SZYCHER SUCH INFORMATION AND COMPANY EQUIPMENT AS MAY BE REASONABLY REQUIRED TO
PERFORM HIS SERVICES FOR THE COMPANY DURING THAT PERIOD.
8.
COOPERATION.
FROM THE EXECUTION OF THIS AGREEMENT FORWARD,
SZYCHER AGREES TO REASONABLY COOPERATE WITH THE COMPANY IN THE DEFENSE OR
PROSECUTION OF ANY THREATENED OR ACTUAL CLAIMS OR ACTIONS WHICH MAY BE BROUGHT
BY, AGAINST OR ON BEHALF OF THE COMPANY, ITS PREDECESSORS OR ANY OF ITS CURRENT
OR FORMER PARTNERS, AGENTS, EMPLOYEES, DIRECTORS OR AFFILIATES AND WHICH RELATE
TO EVENTS OR OCCURRENCES THAT TRANSPIRED OR ARE ALLEGED TO HAVE TRANSPIRED
DURING HIS TENURE WITH THE COMPANY.
SUCH COOPERATION SHALL INCLUDE, WITHOUT
IMPLICATION OF LIMITATION, BEING AVAILABLE TO MEET WITH THE COMPANY'S COUNSEL TO
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