COMPENSATION PROVIDED FOR IN
SECTIONS V.B, V.C, V.D AND V.E FOR EARLY TERMINATION OF THIS AGREEMENT WILL
CONSTITUTE YOUR SOLE REMEDY FOR SUCH TERMINATION.
YOU WILL NOT BE ENTITLED TO
ANY OTHER TERMINATION OR SEVERANCE PAYMENT WHICH MIGHT OTHERWISE BE PAYABLE TO
YOU UNDER ANY OTHER AGREEMENT BETWEEN YOU AND THE COMPANY OR UNDER ANY POLICY OF
THE COMPANY.
THIS SECTION WILL NOT HAVE ANY EFFECT ON DISTRIBUTIONS TO WHICH
YOU MAY BE ENTITLED AT TERMINATION FROM ANY QUALIFIED TAX PLAN OR ANY OTHER PLAN
(OTHER THAN A SEVERANCE PAYMENT OR SIMILAR PLAN).
2.
NOTWITHSTANDING ANY OTHER PROVISIONS OF
THIS AGREEMENT OR ANY OTHER AGREEMENT, CONTRACT OR UNDERSTANDING HERETOFORE OR
HEREAFTER ENTERED INTO BETWEEN YOU AND THE COMPANY, IF ANY "PAYMENTS"
(INCLUDING, WITHOUT LIMITATION, ANY BENEFITS OR TRANSFERS OF PROPERTY OR THE
ACCELERATION OF THE VESTING OF ANY BENEFITS) IN THE NATURE OF COMPENSATION UNDER
ANY
6
ARRANGEMENT THAT IS CONSIDERED CONTINGENT ON A CHANGE IN CONTROL FOR PURPOSES OF
SECTION 280G OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"),
TOGETHER WITH ANY OTHER PAYMENTS THAT YOU HAVE THE RIGHT TO RECEIVE FROM THE
COMPANY OR ANY CORPORATION THAT IS A MEMBER OF AN "AFFILIATED GROUP" (AS DEFINED
IN SECTION 1504(A) OF THE CODE WITHOUT REGARD TO SECTION 1504(B) OF THE CODE) OF
WHICH THE COMPANY IS A MEMBER, WOULD CONSTITUTE A "PARACHUTE PAYMENT" (AS
DEFINED IN SECTION 280G OF THE CODE), SUCH PAYMENTS WILL BE REDUCED TO THE
LARGEST AMOUNT AS WILL RESULT IN NO PORTION OF SUCH PAYMENTS BEING SUBJECT TO
THE EXCISE TAX IMPOSED BY SECTION 4999 OF THE CODE; PROVIDED, HOWEVER, THAT YOU
WILL BE ENTITLED TO DESIGNATE THOSE PAYMENTS THAT WILL BE REDUCED OR ELIMINATED
IN ORDER TO COMPLY WITH THE FOREGOING PROVISION.
G.
REQUIRED RESIGNATIONS UPON EARLY
TERMINATION OR EXPIRATION.
YOU AGREE THAT UPON ANY TERMINATION OF YOUR
EMPLOYMENT WITH THE COMPANY OR EXPIRATION OF THIS EMPLOYMENT AGREEMENT, SUCH
TERMINATION OR EXPIRATION UNDER THIS AGREEMENT WILL AUTOMATICALLY AND WITHOUT
FURTHER ACTION BE DEEMED TO CONSTITUTE YOUR SIMULTANEOUS RESIGNATION FROM ALL
DIRECTOR, OFFICER, TRUSTEE, AGENT AND ANY OTHER POSITIONS WITHIN THE COMPANY,
ALL OF ITS AFFILIATES (INCLUDING BUT NOT LIMITED TO ANY ENTITY THAT IS A
SHAREHOLDER OF THE COMPANY AND ANY SUBSIDIARIES AND ANY PARENT OF THE COMPANY),
THE COMPANY'S EMPLOYEE BENEFIT PLANS, TRUSTS AND FOUNDATIONS (CHARITABLE OR
OTHERWISE) OR ANY OTHER SIMILAR POSITION ASSOCIATED WITH THE COMPANY.
SIMULTANEOUSLY UPON SUCH TERMINATION OF EMPLOYMENT OR EXPIRATION OF THIS
EMPLOYMENT AGREEMENT, YOU AGREE TO EXECUTE AND DELIVER TO THE COMPANY ANY AND
ALL DOCUMENTS, AGREEMENTS, CERTIFICATES, LETTERS OR OTHER WRITTEN INSTRUMENTS
CONFIRMING ALL SUCH RESIGNATIONS.
VI.
INVENTIONS.
A.
YOU AGREE THAT ALL INVENTIONS (AS DEFINED
BELOW) YOU MAKE, CONCEIVE, REDUCE TO PRACTICE OR AUTHOR (EITHER ALONE OR WITH
OTHERS) DURING OR WITHIN ONE YEAR AFTER THE TERM OF THIS AGREEMENT WILL BE THE
COMPANY'S SOLE AND EXCLUSIVE PROPERTY.
YOU WILL, WITH RESPECT TO ANY SUCH
INVENTION:
(I) KEEP CURRENT, ACCURATE, AND COMPLETE RECORDS, WHICH WILL BELONG
TO THE COMPANY AND BE