TO BE INVALID, VOID OR UNENFORCEABLE
UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES HERETO AGREE THAT THE MAXIMUM
5
PERIOD, SCOPE OR GEOGRAPHICAL AREA REASONABLE OR ENFORCEABLE UNDER SUCH
CIRCUMSTANCES SHALL BE SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA.
(F)
REMEDIES.
THE EMPLOYEE ACKNOWLEDGES THAT
THE COMPANY HAS A COMPELLING BUSINESS INTEREST IN PREVENTING UNFAIR COMPETITION
STEMMING FROM THE INTENTIONAL OR INADVERTENT USE OR DISCLOSURE OF THE COMPANY'S
CONFIDENTIAL AND PROPRIETARY INFORMATION, INCLUDING TRADE SECRETS OF THE
COMPANY.
THE EMPLOYEE FURTHER ACKNOWLEDGES AND AGREES THAT DAMAGES FOR A BREACH
OR THREATENED BREACH OF ANY OF THE COVENANTS SET FORTH IN THIS SECTION 5
(INCLUDING ANY PROVISION CONTAINED IN THE CONFIDENTIALITY AGREEMENT) WILL BE
DIFFICULT TO DETERMINE AND WILL NOT AFFORD A FULL AND ADEQUATE REMEDY, AND
THEREFORE AGREES THAT THE COMPANY, IN ADDITION TO SEEKING ACTUAL DAMAGES IN
CONNECTION THEREWITH AND THE TERMINATION OF THE COMPANY'S OBLIGATIONS IN
SECTION 4(B), MAY SEEK SPECIFIC ENFORCEMENT OF ANY SUCH COVENANT IN ANY COURT OF
COMPETENT JURISDICTION, INCLUDING, WITHOUT LIMITATION, BY THE ISSUANCE OF A
TEMPORARY OR PERMANENT INJUNCTION WITHOUT THE NECESSITY OF SHOWING ANY ACTUAL
DAMAGES OR POSTING ANY BOND OR FURNISHING ANY OTHER SECURITY, AND THAT THE
SPECIFIC ENFORCEMENT OF THE PROVISIONS OF THIS AGREEMENT WILL NOT DIMINISH THE
EMPLOYEE'S ABILITY TO EARN A LIVELIHOOD OR CREATE OR IMPOSE UPON THE EMPLOYEE
ANY UNDUE HARDSHIP. THE EMPLOYEE ALSO AGREES THAT ANY REQUEST FOR SUCH RELIEF BY
THE COMPANY SHALL BE IN ADDITION TO, AND WITHOUT PREJUDICE TO, ANY CLAIM FOR
MONETARY DAMAGES THAT THE COMPANY MAY ELECT TO ASSERT.
6.
GENERAL PROVISIONS
(A)
NO OTHER SEVERANCE BENEFITS.
EXCEPT AS
SPECIFICALLY SET FORTH IN THIS AGREEMENT, THE EMPLOYEE COVENANTS AND AGREES THAT
HE SHALL NOT BE ENTITLED TO ANY OTHER FORM OF SEVERANCE BENEFITS FROM THE
COMPANY, INCLUDING, WITHOUT LIMITATION, BENEFITS OTHERWISE PAYABLE UNDER THE
COMPANY'S REGULAR SEVERANCE POLICIES, IF ANY, IN THE EVENT HIS EMPLOYMENT
HEREUNDER ENDS FOR ANY REASON AND, EXCEPT WITH RESPECT TO OBLIGATIONS OF THE
COMPANY EXPRESSLY PROVIDED FOR HEREIN, THE EMPLOYEE UNCONDITIONALLY RELEASES THE
COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE DIRECTORS,
OFFICERS, EMPLOYEES AND STOCKHOLDERS, OR ANY OF THEM, FROM ANY AND ALL CLAIMS,
LIABILITIES OR OBLIGATIONS UNDER ANY SEVERANCE ARRANGEMENTS OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR AFFILIATES.
(B)
TAX WITHHOLDING.
ALL AMOUNTS PAID TO
EMPLOYEE HEREUNDER SHALL BE SUBJECT TO ALL APPLICABLE FEDERAL, STATE AND LOCAL
WAGE WITHHOLDING.
(C)
NOTICES.
ANY NOTICE HEREUNDER BY EITHER
PARTY TO THE OTHER SHALL BE GIVEN IN WRITING BY PERSONAL DELIVERY, OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, OR (IF TO THE COMPANY) BY FACSIMILE, IN ANY CASE
DELIVERED TO THE APPLICABLE ADDRESS SET FORTH BELOW:
(i)
To the Company:
Lipid Sciences, Inc.
7068 Koll Center Parkway, Suite 401
Pleasanton, CA 94566-3111
Facsimile No.: (925) 249-4000
Attn: Chairman of the Board of Directors
With a copy to:
Allen Matkins Leck Gamble Mallory & Natsis LLP
6
Three Embarcadero Center, Suite 1200
San Francisco, CA 94111
Fax: (415) 837-1516
Attn: Roger S. Mertz, Esq.