11 OF THE EMPLOYMENT AGREEMENT), EXECUTIVE COVENANTS AND
AGREES TO WORK, IN GOOD FAITH, WITH DESIGNATED OFFICERS OF THE COMPANY
(INCLUDING, BUT NOT LIMITED TO, THE COMPANY'S CHIEF TECHNOLOGY OFFICER AND CHIEF
MEDICAL OFFICER) DURING THE SIXTY (60) DAY PERIOD FOLLOWING THE RESIGNATION
DATE, TO CONFIRM ADEQUATE DISCLOSURE AND DOCUMENTATION OF ALL SUCH INVENTIONS,
INCLUDING BY PREPARING AND SUBMITTING WRITTEN DISCLOSURES OF SUCH INVENTIONS IN
REASONABLE DETAIL TO THE COMPANY, AND ENGAGING IN MEETINGS AND DISCUSSIONS WITH
SUCH OFFICERS AS REQUESTED FROM TIME TO TIME.
THE EXECUTIVE REPRESENTS TO THE
COMPANY THAT, EXCEPT AS DISCLOSED PURSUANT TO THIS SECTION 1(B)(2) OR AS
PREVIOUSLY DISCLOSED AND ASSIGNED TO THE COMPANY, THE EXECUTIVE HAS NOT MADE OR
CONCEIVED ANY INVENTIONS.
(C)
HEALTH BENEFITS.
TO THE EXTENT THAT
THE EXECUTIVE ELECTS COBRA CONTINUATION COVERAGE UNDER THE COMPANY'S GROUP
MEDICAL AND/OR DENTAL PLANS, THEN FOR A PERIOD OF TWELVE MONTHS AFTER THE
RESIGNATION DATE, THE COMPANY WILL PAY OR REIMBURSE THE EXECUTIVE FOR THAT
PORTION OF THE COST OF CONTINUATION COVERAGE THAT IS GREATER THAN THE PORTION
FOR WHICH THE EXECUTIVE WOULD HAVE BEEN RESPONSIBLE HAD THE EXECUTIVE'S
TERMINATION OF EMPLOYMENT NOT OCCURRED.
(D)
BONUS.
THE COMPANY SHALL PAY THE
EXECUTIVE A BONUS OF $20,000, SUBJECT TO APPLICABLE WITHHOLDING FOR INCOME AND
EMPLOYMENT RELATED TAXES, WITH THE FIRST REGULAR PAYROLL FOLLOWING EXPIRATION OF
ALL RESCISSION PERIODS SET FORTH IN THE RELEASE (AS DEFINED BELOW) IN LIEU OF
ANY OTHER BONUS TO WHICH THE EXECUTIVE MAY HAVE BEEN ENTITLED FOR 2008 OR 2009
UNDER ANY EXECUTIVE INCENTIVE BONUS PLAN OR THE EMPLOYMENT AGREEMENT.
(E)
RETURN OF COMPANY PROPERTY.
THE
EXECUTIVE SHALL PROMPTLY RETURN ALL OF THE COMPANY'S PROPERTY AND INFORMATION TO
THE COMPANY, INCLUDING BUT NOT LIMITED TO ANY LAPTOP, CELL PHONE, KEYS, ACCESS
CARDS, PHONE CARDS AND CREDIT CARDS, AND WILL PROMPTLY DELETE FROM ANY
ELECTRONIC MEDIA IN HIS POSSESSION, CUSTODY, OR CONTROL (SUCH AS PERSONAL
COMPUTERS, CELL PHONES, HAND-HELD DEVICES, BACK-UP DEVICES, ZIP DRIVES, PDAS,
ETC.) OR TO WHICH HE HAS OR HAS HAD ACCESS (SUCH AS REMOTE E-MAIL EXCHANGE
SERVERS, BACK-UP SERVERS, OFF-SITE STORAGE, ETC.), ALL DOCUMENTS OR
ELECTRONICALLY STORED IMAGES OF THE COMPANY, INCLUDING WRITINGS, DRAWINGS,
GRAPHS, CHARTS, SOUND RECORDINGS, IMAGES, AND OTHER DATA OR DATA COMPILATIONS
STORED IN ANY MEDIUM FROM WHICH SUCH INFORMATION CAN BE OBTAINED;.
THE PARTIES
ACKNOWLEDGE AND AGREE THAT THE EXECUTIVE IS IN POSSESSION OF CERTAIN PHYSICAL
ARCHIVES AND ASSETS AND THAT "PROMPT" RETURN OF SUCH ITEMS SHALL MEAN RETURN
WITHIN A REASONABLE PERIOD OF TIME, AND THAT THE COMPANY WILL PROVIDE REASONABLE
3
ASSISTANCE AND COOPERATION IN CONNECTION WITH THE RETURN OF SUCH ITEMS.
THE
EXECUTIVE WILL CERTIFY IN WRITING, TO THE COMPANY'S PRESIDENT THAT HE HAS TO HIS
KNOWLEDGE AND BELIEF RETURNED OR MADE AVAILABLE TO THE COMPANY FOR THE COMPANY
TO RECLAIM ALL PROPERTY AND INFORMATION COVERED BY THIS SUBSECTION (E).
FOR THE
AVOIDANCE OF DOUBT, THE EXECUTIVE SHALL BE ENTITLED TO ELECTRONIC COPIES OF HIS
PERSONAL FILES ON THE COMPANY LAPTOP IN HIS POSSESSION, AND THE PARTIES WILL
COOPERATE WITH ONE