AND TO SUCH
COMPANY INVENTIONS AFTER TERMINATION OF THIS AGREEMENT.
IF THE COMPANY IS
UNABLE BECAUSE OF EMPLOYEE'S MENTAL OR PHYSICAL INCAPACITY OR FOR ANY OTHER
REASON TO SECURE EMPLOYEE'S SIGNATURE TO APPLY FOR OR TO PURSUE, PROSECUTE OR
CORRECT ANY APPLICATION FOR ANY UNITED STATES OR FOREIGN PATENTS OR COPYRIGHT
REGISTRATIONS COVERING COMPANY INVENTIONS OR ORIGINAL WORKS OF AUTHORSHIP
ASSIGNED TO THE COMPANY AS ABOVE, THEN EMPLOYEE HEREBY IRREVOCABLY DESIGNATES
AND APPOINTS THE COMPANY AND ITS DULY AUTHORIZED OFFICERS AND AGENTS AS HIS
AGENT AND ATTORNEY IN FACT, TO
4
ACT FOR AND IN EMPLOYEE'S BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH
APPLICATIONS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
PROSECUTION, CORRECTION, MAINTENANCE AND ISSUANCE OF LETTERS PATENT OR COPYRIGHT
REGISTRATIONS THEREON WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
EMPLOYEE.
(F)
EXCEPTION TO ASSIGNMENTS.
EMPLOYEE
UNDERSTANDS THAT THE PROVISIONS OF THIS AGREEMENT REQUIRING ASSIGNMENT OF
COMPANY INVENTIONS TO THE COMPANY DO NOT APPLY TO ANY INVENTION WHICH QUALIFIES
FULLY UNDER THE PROVISIONS OF CALIFORNIA LABOR CODE SECTION 2870 (ATTACHED
HERETO AS EXHIBIT A) OR TO ANY NON-COMPANY INVENTIONS.
EMPLOYEE WILL ADVISE THE
COMPANY IN WRITING, WITHIN THIRTY (30) DAYS, OF ANY INVENTIONS THAT EMPLOYEE
BELIEVES MEET THE CRITERIA IN CALIFORNIA LABOR CODE SECTION 2870.
7.
COMPENSATION, BONUS AND FRINGE
BENEFITS.
(A)
BASE SALARY.
DURING THE TERM, THE COMPANY
WILL PAY EMPLOYEE AS COMPENSATION FOR HIS SERVICES A BASE SALARY AT THE
ANNUALIZED RATE OF FIVE HUNDRED AND NINETY FIVE THOUSAND DOLLARS ($595,000),
LESS APPLICABLE WITHHOLDINGS (THE "BASE SALARY").
THE BASE SALARY SHALL BE PAID
IN PERIODIC INSTALLMENTS IN ACCORDANCE WITH THE COMPANY'S REGULAR PAYROLL
PRACTICES.
(B)
DISCRETIONARY BONUS.
EMPLOYEE SHALL BE
ENTITLED TO A DISCRETIONARY BONUS PAYMENT FOR 2003 IN THE AMOUNT OF TWO HUNDRED
AND FIFTY THOUSAND DOLLARS ($250,000), LESS APPLICABLE WITHHOLDINGS (THE
"BONUS"). THE COMPANY SHALL PAY EMPLOYEE THE BONUS WITHIN TEN (10) BUSINESS DAYS
AFTER EMPLOYEE EXECUTES (AND DOES NOT REVOKE) THE RELEASE (AS DEFINED BELOW),
AND THE RELEASE BECOMES EFFECTIVE (THE "RELEASE DATE").
(C)
OTHER BENEFITS.
EMPLOYEE SHALL BE ENTITLED
TO PARTICIPATE IN SUCH GROUP LIFE, PENSION, DISABILITY, ACCIDENT, HOSPITAL AND
MEDICAL INSURANCE PLANS, AND SUCH OTHER PLAN OR PLANS WHICH MAY BE INSTITUTED BY
THE COMPANY FOR THE BENEFIT OF ITS EMPLOYEES GENERALLY, UPON SUCH TERMS AS MAY
BE THEREIN PROVIDED OF GENERAL APPLICATION TO ALL EMPLOYEES OF THE COMPANY AND
SUCH OTHER BENEFITS AS ARE MUTUALLY DEEMED APPROPRIATE TO THE POSITION HELD BY
EMPLOYEE AND TO THE DISCHARGE OF EMPLOYEE'S DUTIES.
EMPLOYEE SHALL BE ENTITLED
TO NOT LESS THAN TWENTY (20) BUSINESS DAYS' VACATION PER YEAR, WITH
REMUNERATION.
(D)
LIFE INSURANCE.
DURING THE TERM, THE
COMPANY, AT ITS EXPENSE, WILL MAINTAIN LIFE INSURANCE ON BEHALF OF EMPLOYEE
EQUAL TO ONE HUNDRED AND FIFTY PERCENT (150%) OF THE BASE SALARY.
EMPLOYEE WILL
BE ENTITLED TO SELECT PERSONAL BENEFICIARIES FOR 100% OF THE PROCEEDS OF THE
INSURANCE POLICY.
THE COMPANY WILL PROVIDE EMPLOYEE WITH ADDITIONAL CASH
COMPENSATION AT THE END OF EACH CALENDAR YEAR