SECTION 5.
NO SET OFFS.
THE COMPANY'S OBLIGATIONS UNDER THIS
AGREEMENT SHALL NOT BE AFFECTED BY ANY SET-OFF, COUNTERCLAIM, RECOUPMENT,
DEFENSE OR OTHER CLAIM, RIGHT OR ACTION WHICH THE COMPANY MAY HAVE AGAINST THE
EMPLOYEE OR OTHERS; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT APPLY TO
ADVANCES PROVIDED TO EMPLOYEE BY THE COMPANY OR TO FORFEITURE OF BONUSES, TO THE
EXTENT THAT SUCH A FORFEITURE IS REQUIRED BY APPLICABLE FEDERAL, STATE OR LOCAL
LAWS OR REGULATIONS.
IN NO EVENT SHALL THE EMPLOYEE BE OBLIGATED TO TAKE ANY
ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE HEREUNDER, AND UNLESS
PROVIDED OTHERWISE HEREUNDER, SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT
THE EMPLOYEE OBTAINS OTHER EMPLOYMENT.
THE COMPANY AGREES TO PAY AS INCURRED,
TO THE FULL EXTENT PERMITTED BY LAW, ALL LEGAL FEES AND EXPENSES WHICH THE
EMPLOYEE MAY REASONABLY INCUR AS A RESULT OF ANY DISPUTE OR CONTEST UNDER OR
EFFORT TO ENFORCE THIS AGREEMENT; PROVIDED, HOWEVER, THAT IF THE COMPANY SHALL
PREVAIL IN SUCH CONTEST THROUGH A FINAL JUDGMENT IN ITS FAVOR, FROM AND AFTER
SUCH FINAL JUDGMENT THE COMPANY SHALL NOT BE OBLIGATED TO PAY ANY SUCH FEES AND
EXPENSES AND THE EMPLOYEE SHALL REIMBURSE THE COMPANY, WITHIN THIRTY (30) DAYS
THEREAFTER, AN AMOUNT EQUAL TO THE AGGREGATE OF SUCH FEES AND EXPENSES
THERETOFORE PAID BY THE COMPANY.
SECTION 6.
PROTECTION OF THE COMPANY.
(A)
INVENTION AND NON-DISCLOSURE AGREEMENT ("INDA")
THE EMPLOYEE
AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THE COMPANY'S INDA, AS
MODIFIED BY THE COMPANY AND THE EMPLOYEE FOR PURPOSES OF THIS AGREEMENT, AND
ATTACHED HERETO AS EXHIBIT C.
IN THE EVENT OF ANY CONFLICT OR INCONSISTENCY
BETWEEN THIS AGREEMENT AND THE INDA, THE PROVISIONS OF THIS AGREEMENT SHALL
GOVERN.
(B)
OTHER POSITIONS
THE EMPLOYEE HAS ADVISED THE COMPANY OF ENTITIES
FOR WHOM EMPLOYEE CURRENTLY SERVES AS A DIRECTOR OR IN AN ADVISORY CAPACITY.
THE COMPANY RECOGNIZES THAT THE EMPLOYEE MAY HOLD THE AFOREMENTIONED POSITIONS,
AND SUCH OTHER SIMILAR POSITIONS (INCLUDING CONSULTANT POSITIONS) AS MAY BECOME
AVAILABLE, AND THAT NOTHING IN THIS AGREEMENT SHALL RESTRICT THE EMPLOYEE FROM
SERVING IN ANY OF SUCH POSITIONS FOR ANY ENTITY, PROVIDED SUCH ENTITY IS NOT
MATERIALLY ENGAGED IN ACTIVITIES THAT ARE IN COMPETITION WITH THE COMPANY.
SECTION 7.
TERMINATION.
(A)
AUTOMATIC TERMINATION
THIS AGREEMENT SHALL TERMINATE AUTOMATICALLY
UPON THE DEATH OF THE EMPLOYEE OR THE EMPLOYEE'S DISABILITY (AS DEFINED BELOW).
IN THE EVENT OF A TERMINATION UNDER THIS SECTION BASED UPON DEATH, THE COMPANY'S
ONLY OBLIGATION (EXCEPT AS OTHERWISE REQUIRED BY LAW OR AS SET FORTH IN ANY
APPLICABLE WELFARE BENEFITS PLAN) SHALL BE TO CONTINUE PAYMENT OF THE BASE
SALARY TO THE EMPLOYEE'S FAMILY FOR TWELVE (12) MONTHS FOLLOWING THE
TERMINATION.
IN THE EVENT OF A TERMINATION UNDER THIS SECTION BASED UPON
DISABILITY, ALL COMPANY OBLIGATIONS TO THE EMPLOYEE SHALL TERMINATE, EXCEPT AS
OTHERWISE PROVIDED BY LAW OR AS SET FORTH IN ANY APPLICABLE WELFARE BENEFITS
PLAN.
FOR THE PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL MEAN THE INABILITY
OF THE EMPLOYEE TO PERFORM