CONFIDENTIAL INFORMATION IN THE BEST INTEREST OF THE COMPANY WITH
PROPERLY EXECUTED COMPANY CONFIDENTIALITY OR SECRECY AGREEMENTS WITH A THIRD
PARTY.
EXECUTIVE AGREES TO ABIDE BY HER CONTINUING OBLIGATIONS UNDER BOTH THE
EMPLOYEE CONFIDENTIAL INFORMATION AND INVENTIONS AGREEMENT AND THE CONFIDENTIAL
DISCLOSURE AGREEMENT, BOTH DATED AS OF FEBRUARY 1, 2001, BETWEEN EXECUTIVE AND
THE COMPANY, ATTACHED TO THE EXISTING EMPLOYMENT AGREEMENT (THE "CONFIDENTIAL
INFORMATION AGREEMENTS").
5.2
WHILE EXECUTIVE IS EMPLOYED BY THE COMPANY
AND FOR ONE (1) YEAR THEREAFTER, IN ORDER TO PROTECT THE CONFIDENTIAL
INFORMATION AND THE COMPANY'S PROPRIETARY INFORMATION FROM UNAUTHORIZED USE,
EXECUTIVE MAY NOT, EITHER DIRECTLY OR THROUGH OTHERS, SOLICIT OR ATTEMPT TO
SOLICIT ANY EMPLOYEE, CONSULTANT OR INDEPENDENT CONTRACTOR OF THE COMPANY TO
TERMINATE HIS OR HER RELATIONSHIP WITH THE COMPANY IN ORDER TO BECOME AN
EMPLOYEE, CONSULTANT OR INDEPENDENT CONTRACTOR TO OR FOR ANY OTHER PERSON OR
BUSINESS ENTITY.
6.
SUCCESSORS.
THE COMPANY WILL REQUIRE
ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE, MERGER, OR
CONSOLIDATION) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS AND/OR ASSETS OF THE
COMPANY TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS AGREEMENT IN THE SAME
MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE REQUIRED TO PERFORM IT
IF NO SUCH SUCCESSION HAD TAKEN PLACE.
7.
ASSIGNMENT AND BINDING EFFECT.
THIS
AGREEMENT IS BINDING ON AND INURES TO THE BENEFIT OF EXECUTIVE AND EXECUTIVE'S
HEIRS, EXECUTORS, PERSONAL REPRESENTATIVES, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
BECAUSE OF THE UNIQUE AND PERSONAL NATURE OF EXECUTIVE'S
DUTIES UNDER THIS AGREEMENT, NEITHER THIS AGREEMENT NOR ANY RIGHTS OR
OBLIGATIONS UNDER THIS AGREEMENT ARE ASSIGNABLE BY EXECUTIVE.
THIS AGREEMENT IS
BINDING ON AND INURES TO THE BENEFIT OF THE COMPANY AND ITS SUCCESSORS, ASSIGNS
AND LEGAL REPRESENTATIVES.
8.
NO OTHER SEVERANCE BENEFITS.
EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, EXECUTIVE COVENANTS AND AGREES THAT
SHE WILL NOT BE ENTITLED TO ANY OTHER FORM OF SEVERANCE BENEFITS FROM THE
COMPANY, INCLUDING, WITHOUT LIMITATION, BENEFITS OTHERWISE PAYABLE UNDER THE
COMPANY'S REGULAR SEVERANCE POLICIES, IF ANY, IN THE EVENT HER EMPLOYMENT
HEREUNDER ENDS FOR ANY REASON AND, EXCEPT WITH RESPECT TO OBLIGATIONS OF THE
COMPANY EXPRESSLY PROVIDED FOR HEREIN.
IN CONSIDERATION FOR THE COMPANY'S
PAYMENT OF THE SEVERANCE BENEFITS SET FORTH IN THIS AGREEMENT, EXECUTIVE AGREES
TO EXECUTE A SEPARATION AND RELEASE AGREEMENT WHICH WAIVES EXECUTIVE'S RIGHT TO
FILE A LAWSUIT ALLEGING BREACH OF CONTRACT, DISCRIMINATION AND ANY TORT CLAIMS.
9.
NOTICES.
ALL NOTICES OR DEMANDS OF ANY
KIND REQUIRED OR PERMITTED TO BE GIVEN BY THE COMPANY OR EXECUTIVE UNDER THIS
AGREEMENT WILL BE GIVEN IN WRITING AND WILL BE PERSONALLY DELIVERED (AND
RECEIPTED FOR) OR MAILED BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, POSTAGE
PREPAID, AND IF MAILED TO THE COMPANY, WILL BE ADDRESSED TO ITS PRINCIPAL PLACE
OF BUSINESS, AND IF MAILED TO EXECUTIVE, WILL BE ADDRESSED TO HER AT HER LAST
KNOWN ADDRESS ON THE RECORDS OF THE COMPANY, OR AT SUCH OTHER ADDRESS OR
ADDRESSES AS EITHER PARTY MAY HEREINAFTER DESIGNATE IN WRITING TO THE OTHER
PARTY.
NOTICES SENT BY FEDEX OR