(III) RESULT
FROM THE USE OF THE TIME, MATERIALS OR FACILITIES OF THE COMPANY AND ITS
AFFILIATES. ALL INVENTIONS WILL BE THE COMPANY'S PROPERTY RATHER THAN
EXECUTIVE'S. SHOULD THE COMPANY REQUEST IT, EXECUTIVE AGREES TO SIGN ANY
DOCUMENT THAT THE COMPANY MAY REASONABLY REQUIRE TO ESTABLISH OWNERSHIP IN ANY
INVENTION.
(C)
COOPERATION WITH REGARD TO LITIGATION.
EXECUTIVE AGREES TO COOPERATE WITH THE COMPANY, DURING THE TERM AND THEREAFTER
(INCLUDING FOLLOWING EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON), BY
MAKING HERSELF AVAILABLE TO TESTIFY ON BEHALF OF THE COMPANY OR ANY SUBSIDIARY
OR AFFILIATE OF THE COMPANY, IN ANY ACTION, SUIT, OR PROCEEDING, WHETHER CIVIL,
CRIMINAL, ADMINISTRATIVE, OR INVESTIGATIVE, AND TO ASSIST THE COMPANY, OR ANY
SUBSIDIARY OR AFFILIATE OF THE COMPANY, IN ANY SUCH ACTION, SUIT, OR PROCEEDING,
BY PROVIDING INFORMATION AND MEETING AND CONSULTING WITH THE BOARD OR ITS
REPRESENTATIVES OR COUNSEL, OR REPRESENTATIVES OR COUNSEL TO THE COMPANY, OR ANY
SUBSIDIARY OR AFFILIATE OF THE COMPANY, AS REQUESTED. THE COMPANY AGREES TO
REIMBURSE THE EXECUTIVE, ON AN AFTER-TAX BASIS, FOR ALL EXPENSES ACTUALLY
INCURRED IN CONNECTION WITH HER PROVISION OF TESTIMONY OR ASSISTANCE AND WILL
PAY THE EXECUTIVE A MUTUALLY AGREED UPON PER DIEM ALLOWANCE.
(D)
NON-DISPARAGEMENT.
NEITHER THE COMPANY NOR
THE EXECUTIVE SHALL, AT ANY TIME DURING THE TERM AND THEREAFTER, MAKE STATEMENTS
OR REPRESENTATIONS, OR OTHERWISE COMMUNICATE, DIRECTLY OR INDIRECTLY, IN
WRITING, ORALLY, OR OTHERWISE, OR TAKE ANY ACTION WHICH MAY, DIRECTLY OR
INDIRECTLY, DISPARAGE THE EXECUTIVE OR THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ADVISORS,
BUSINESSES OR REPUTATIONS. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS
AGREEMENT SHALL PRECLUDE THE COMPANY OR THE EXECUTIVE FROM MAKING TRUTHFUL
STATEMENTS THAT ARE REQUIRED BY APPLICABLE LAW, REGULATION OR LEGAL PROCESS.
(E)
RELEASE OF EMPLOYMENT CLAIMS.
EXECUTIVE
AGREES, AS A CONDITION TO RECEIPT OF ANY TERMINATION PAYMENTS AND BENEFITS
PROVIDED FOR IN SECTIONS 6 AND 7 HEREIN (OTHER THAN COMPENSATION ACCRUED AT
TERMINATION), THAT SHE WILL EXECUTE A GENERAL RELEASE AGREEMENT, IN
SUBSTANTIALLY THE FORM SET FORTH IN ATTACHMENT A TO THIS AGREEMENT, RELEASING
ANY AND ALL CLAIMS ARISING OUT OF EXECUTIVE'S EMPLOYMENT OTHER THAN ENFORCEMENT
OF THIS AGREEMENT AND RIGHTS TO INDEMNIFICATION UNDER ANY AGREEMENT, LAW,
COMPANY ORGANIZATIONAL DOCUMENT OR POLICY, OR OTHERWISE.
(F)
FORFEITURE OF OUTSTANDING OPTIONS.
THE
PROVISIONS OF SECTIONS 6 AND 7 NOTWITHSTANDING, IF EXECUTIVE WILLFULLY AND
MATERIALLY FAILS TO SUBSTANTIALLY COMPLY WITH ANY RESTRICTIVE COVENANT UNDER
THIS SECTION 10 OR WILLFULLY AND MATERIALLY FAILS TO SUBSTANTIALLY COMPLY WITH
ANY MATERIAL OBLIGATION UNDER THIS AGREEMENT, ALL OPTIONS TO PURCHASE COMMON
STOCK GRANTED BY THE COMPANY AND THEN HELD BY EXECUTIVE OR A TRANSFEREE OF
EXECUTIVE SHALL BE IMMEDIATELY FORFEITED AND THEREUPON SUCH OPTIONS SHALL BE
CANCELLED. NOTWITHSTANDING THE FOREGOING, EXECUTIVE SHALL NOT FORFEIT ANY OPTION
UNLESS AND UNTIL THERE SHALL HAVE BEEN DELIVERED TO HIM, WITHIN SIX MONTHS AFTER
THE BOARD (I) HAD KNOWLEDGE OF CONDUCT OR AN EVENT ALLEGEDLY CONSTITUTING
GROUNDS FOR SUCH FORFEITURE AND (II) HAD REASON TO BELIEVE THAT SUCH CONDUCT OR
EVENT
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