REASON WHATSOEVER, EXECUTIVE HEREBY
IRREVOCABLY DESIGNATES AND APPOINTS THE COMPANY AND ITS DULY-AUTHORIZED OFFICERS
AND AGENTS AS HIS AGENT AND ATTORNEY-IN-FACT IN ANY COUNTRY THROUGHOUT THE
WORLD, TO ACT FOR AND ON HIS BEHALF TO EXECUTE AND FILE ANY DOCUMENTS AND TO DO
ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE APPLICATION, REGISTRATION,
MAINTENANCE, PROSECUTION AND ISSUANCE OF LETTERS PATENT, COPYRIGHT AND OTHER
ANALOGOUS
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PROTECTION OF PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS RELATING TO ANY WORK
PRODUCTS, WITH THE SAME LEGAL FORCE AND EFFECT AS IF PERSONALLY EXECUTED BY
EXECUTIVE, IN ANY COUNTRY THROUGHOUT THE WORLD.
7.5.
REASONABLENESS OF RESTRICTIVE COVENANTS.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE COVENANTS CONTAINED IN SECTIONS
7.1, 7.2, 7.3 AND 7.4 ARE REASONABLE IN THE SCOPE OF THE ACTIVITIES RESTRICTED,
THE GEOGRAPHIC AREA COVERED BY THE RESTRICTIONS, AND THE DURATION OF THE
RESTRICTIONS, AND THAT SUCH COVENANTS ARE REASONABLY NECESSARY TO PROTECT THE
COMPANY'S LEGITIMATE INTERESTS IN ITS CONFIDENTIAL INFORMATION AND THE WORK
PRODUCT AND IN ITS RELATIONSHIPS WITH ITS EMPLOYEES, CUSTOMERS AND SUPPLIERS.
EXECUTIVE FURTHER ACKNOWLEDGES SUCH COVENANTS ARE ESSENTIAL ELEMENTS OF THIS
AGREEMENT AND THAT, BUT FOR SUCH COVENANTS, THE COMPANY WOULD NOT HAVE ENTERED
INTO THIS AGREEMENT.
(B)
THE COMPANY AND EXECUTIVE HAVE EACH HAD THE OPPORTUNITY TO CONSULT
WITH THEIR RESPECTIVE LEGAL COUNSEL AND HAVE BEEN ADVISED CONCERNING THE
REASONABLENESS AND PROPRIETY OF SUCH COVENANTS.
EXECUTIVE ACKNOWLEDGES THAT HIS
OBSERVANCE OF THE COVENANTS CONTAINED IN SECTIONS 7.1, 7.2, 7.3 AND 7.4 WILL NOT
DEPRIVE HIM OF THE ABILITY TO EARN A LIVELIHOOD OR TO SUPPORT HIS DEPENDENTS.
ARTICLE VIII.
NON-EXCLUSIVITY OF RIGHTS
8.1.
WAIVER OF CERTAIN OTHER RIGHTS.
TO THE EXTENT THAT LUMP SUM CASH
SEVERANCE PAYMENTS ARE MADE TO EXECUTIVE PURSUANT TO ARTICLE III, EXECUTIVE
HEREBY WAIVES THE RIGHT TO RECEIVE SEVERANCE PAYMENTS OR SEVERANCE BENEFITS
UNDER ANY OTHER PLAN OR AGREEMENT OF THE COMPANY.
8.2.
OTHER RIGHTS.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 8.1 OR
ELSEWHERE IN THIS AGREEMENT, THIS AGREEMENT SHALL NOT PREVENT OR LIMIT
EXECUTIVE'S CONTINUING OR FUTURE PARTICIPATION IN ANY BENEFIT, BONUS, INCENTIVE
OR OTHER PLANS PROVIDED BY THE COMPANY AND FOR WHICH EXECUTIVE MAY QUALIFY, NOR
SHALL THIS AGREEMENT LIMIT OR OTHERWISE AFFECT SUCH RIGHTS AS EXECUTIVE MAY HAVE
UNDER ANY OTHER AGREEMENTS WITH THE COMPANY.
AMOUNTS WHICH ARE VESTED BENEFITS
OR WHICH EXECUTIVE IS OTHERWISE ENTITLED TO RECEIVE UNDER ANY PLAN AND ANY OTHER
PAYMENT OR BENEFIT REQUIRED BY LAW AT OR AFTER THE TERMINATION DATE SHALL BE
PAYABLE IN ACCORDANCE WITH SUCH PLAN OR APPLICABLE LAW EXCEPT AS EXPRESSLY
MODIFIED BY THIS AGREEMENT.
8.3.
NO RIGHT TO CONTINUED EMPLOYMENT.
NOTHING IN THIS AGREEMENT SHALL
GUARANTEE THE RIGHT OF EXECUTIVE TO CONTINUE IN EMPLOYMENT, AND THE COMPANY
RETAINS THE RIGHT TO TERMINATE THE EXECUTIVE'S EMPLOYMENT AT ANY TIME FOR ANY
REASON OR FOR NO REASON.
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ARTICLE IX.
MISCELLANEOUS
9.1.
NO ASSIGNABILITY.
THIS AGREEMENT IS PERSONAL TO EXECUTIVE AND
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY SHALL NOT BE ASSIGNABLE BY
EXECUTIVE OTHERWISE THAN UNDER SECTION 9.3.
THIS AGREEMENT SHALL INURE TO