6.3 OF THE COMPANY'S RESTATED ARTICLES OF INCORPORATION AND, TO THE
EXTENT RELEVANT, THE COMPANY'S BY-LAWS, IN EACH CASE, AS IN EFFECT ON THE DATE
HEREOF, THE COMPANY WILL ADVANCE AND PAY REASONABLE EXPENSES (INCLUDING
ATTORNEYS' FEES BUT NOT INCLUDING JUDGMENTS, PENALTIES, FINES, OR SETTLEMENTS)
INCURRED BY EXECUTIVE IN CONNECTION WITH (A) PROCEEDINGS ARISING OUT THE
COMPANY'S HISTORIC GRANT OF COMPENSATORY STOCK OPTIONS; AND (B)
ANY OTHER
PROCEEDING AGAINST OR INVOLVING THE COMPANY IN WHICH EXECUTIVE MAY BE INVOLVED
ARISING OUT OF HIS POSITION AS A DIRECTOR, OFFICER, OR EMPLOYEE OF THE COMPANY;
PROVIDED THAT THE COMPANY'S OBLIGATION TO ADVANCE AND PAY SUCH EXPENSES SHALL BE
SUBJECT TO THE TERMS OF ANY UNDERTAKING SIGNED BY EXECUTIVE PRIOR TO THE DATE
HEREOF (WHICH, UNDER CERTAIN CIRCUMSTANCES, REQUIRES REPAYMENT OF EXPENSES PAID
OR ADVANCED) OR, IN THE ABSENCE OF SUCH AN UNDERTAKING, TO THE COMPANY'S USUAL
AND CUSTOMARY PRACTICE WITH REGARD TO ITS CURRENT AND FORMER EMPLOYEES IN SUCH
MATTERS.
THE COMPANY WILL INDEMNIFY EXECUTIVE AGAINST ANY JUDGMENT, PENALTY,
FINE OR SETTLEMENT RELATED TO ANY OF THE MATTERS DESCRIBED IN THE PRECEDING
SENTENCE ON THE TERMS AND CONDITIONS PROVIDED IN THE COMPANY'S RESTATED ARTICLES
OF INCORPORATION AND, TO THE EXTENT RELEVANT, BY-LAWS, IN EACH CASE, AS IN
EFFECT ON THE DATE HEREOF.
6.
CONSULTING TERM.
THE COMPANY HEREBY AGREES TO ENGAGE EXECUTIVE AS A
CONSULTANT DURING THE PERIOD COMMENCING ON THE SEPARATION DATE AND, UNLESS
TERMINATED EARLIER PURSUANT TO SECTION 9, CONTINUING UNTIL THE FIRST ANNIVERSARY
OF THE SEPARATION DATE (AS APPLICABLE, THE "CONSULTING SEPARATION DATE").
THE
PERIOD FROM THE SEPARATION DATE TO THE CONSULTING SEPARATION DATE SHALL BE
REFERRED TO AS THE "CONSULTING TERM."
7.
CONSULTING SERVICES.
DURING THE CONSULTING TERM, EXECUTIVE SHALL MAKE
HIMSELF AVAILABLE TO PROVIDE SUCH TRANSITION SERVICES AS ARE REASONABLY
REQUESTED BY THE COMPANY'S CHIEF EXECUTIVE OFFICER ("CEO") OR HIS DESIGNEE (THE
"COMPANY REPRESENTATIVE"), INCLUDING, WITHOUT LIMITATION, SERVICES RELATED TO
TRANSITIONING CLIENT, SUPPLIER, VENDOR AND DISTRIBUTOR RELATIONSHIPS TO OTHER
COMPANY PERSONNEL (THE "SERVICES").
EXECUTIVE AGREES TO PROVIDE THE SERVICES AT
SUCH TIMES AND LOCATIONS AS THE COMPANY REPRESENTATIVE REASONABLY REQUIRES, IT
BEING UNDERSTOOD AND AGREED THAT THE PERFORMANCE OF THE SERVICES WILL REQUIRE
REASONABLE AMOUNTS OF TRAVEL.
EXECUTIVE AGREES TO USE HIS BEST EFFORTS TO
PERFORM THE SERVICES IN A PROFESSIONAL AND COMPETENT MANNER.
EXECUTIVE MAY,
SUBJECT TO THE TERMS OF THIS AGREEMENT, PROVIDE CONSULTING SERVICES TO OTHER
ENTITIES SO LONG AS SUCH SERVICES DO NOT, AS DETERMINED BY THE CEO IN GOOD
FAITH, INTERFERE WITH EXECUTIVE'S PERFORMANCE OF THE SERVICES.
5
8.
CONSULTING COMPENSATION AND EXPENSE.
(A)
DURING THE CONSULTING TERM, EXECUTIVE SHALL RECEIVE FOR THE
SERVICES TO BE RENDERED HEREUNDER A MONTHLY RETAINER (THE "RETAINER") OF $41,666
(I.E., AN AGGREGATE RETAINER OF $500,000), WHICH
SHALL BE PAID MONTHLY IN
ARREARS.
(B)
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR REASONABLE EXPENSES,
INCLUDING WITHOUT LIMITATION TRAVEL EXPENSES, INCURRED IN CONNECTION WITH
RENDERING THE SERVICES HEREUNDER IN ACCORDANCE WITH POLICIES ADOPTED BY THE
COMPANY FORM TIME TO TIME.
(C)
DURING THE CONSULTING TERM, THE COMPANY SHALL PAY OR