AMENDED TO DATE (THE "CHARTER"), PROVIDES FOR INDEMNIFICATION
OF OFFICERS AND DIRECTORS OF THE COMPANY AND THAT SO LONG AS THE EXECUTIVE
SERVES AS AN EXECUTIVE OFFICER OF THE COMPANY, UNLESS REQUIRED BY APPLICABLE LAW
THE CHARTER WILL NOT BE AMENDED TO LIMIT SUCH INDEMNIFICATION WITHOUT THE
WRITTEN CONSENT OF THE EXECUTIVE AND (II) THE COMPANY MAINTAINS AN OFFICERS AND
DIRECTORS LIABILITY INSURANCE POLICY WHICH INSURES THE EXECUTIVE (SUBJECT TO THE
LIMITATIONS CONTAINED THEREIN) AND WILL MAINTAIN SUCH A POLICY FOR SO LONG AS
THE EXECUTIVE SERVES AS AN EXECUTIVE OFFICER OF THE COMPANY.
3
7.
DEVELOPMENTS.
ALL DEVELOPMENTS, INCLUDING INVENTIONS, WHETHER
PATENTABLE OR OTHERWISE, TRADE SECRETS, DISCOVERIES, IMPROVEMENTS, IDEAS AND
WRITINGS WHICH RELATE TO OR MAY BE USEFUL IN THE BUSINESS OF THE COMPANY, AND
WHICH THE EXECUTIVE, EITHER BY HERSELF OR IN CONJUNCTION WITH ANY OTHER PERSON
OR PERSONS, HAS CONCEIVED, MADE, DEVELOPED, ACQUIRED OR ACQUIRED KNOWLEDGE OF
WHILE ENGAGED IN ANY ACTIVITY ON BEHALF OF OR WHILE ACTING FOR THE COMPANY
DURING THE COURSE OF HER EMPLOYMENT BY THE COMPANY (THE "DEVELOPMENTS"), SHALL,
ON AND AFTER THE START OF THE EMPLOYMENT TERM, BECOME THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY.
THE EXECUTIVE HEREBY ASSIGNS, TRANSFERS AND CONVEYS,
AND AGREES TO SO ASSIGN, TRANSFER AND CONVEY TO THE COMPANY, ALL OF HER RIGHT,
TITLE AND INTEREST IN AND TO ANY AND ALL SUCH DEVELOPMENTS AND TO DISCLOSE IN
WRITING TO THE BOARD, AS SOON AS PRACTICABLE, ALL DEVELOPMENTS THAT SHE BELIEVES
IN HER GOOD FAITH JUDGMENT MAY BE OF MATERIAL SIGNIFICANCE TO THE COMPANY, AND
TO REDUCE ANY SUCH DEVELOPMENTS TO WRITING AT THE REQUEST OF BOARD IF SHE HAS
NOT ALREADY DONE SO.
AT ANY TIME, AND FROM TIME TO TIME, UPON THE REQUEST AND
AT THE EXPENSE OF THE COMPANY, THE EXECUTIVE WILL EXECUTE AND DELIVER ANY AND
ALL INSTRUMENTS, DOCUMENTS AND PAPERS, GIVE EVIDENCE AND DO ANY AND ALL OTHER
ACTS WHICH, IN THE REASONABLE OPINION OF COUNSEL FOR THE COMPANY, ARE OR MAY
REASONABLY BE NECESSARY OR DESIRABLE TO DOCUMENT SUCH TRANSFER OR TO ENABLE THE
COMPANY TO FILE AND PROSECUTE APPLICATIONS FOR AND TO ACQUIRE, MAINTAIN AND
ENFORCE ANY AND ALL PATENTS, TRADEMARK REGISTRATIONS OR COPYRIGHTS UNDER UNITED
STATES OR FOREIGN LAW WITH RESPECT TO ANY SUCH DEVELOPMENTS OR TO OBTAIN ANY
EXTENSION, VALIDATION, REISSUE, CONTINUANCE OR RENEWAL OF ANY SUCH PATENT,
TRADEMARK OR COPYRIGHTS; PROVIDED ONLY THAT ANY SUCH ACTIONS REQUESTED FOLLOWING
TERMINATION OF EMPLOYMENT SHALL NOT UNREASONABLY INTERFERE WITH EXECUTIVE'S THEN
EMPLOYMENT, BUSINESS OR OTHER ACTIVITIES.
THE COMPANY WILL BE RESPONSIBLE FOR
THE PREPARATION OF ANY SUCH INSTRUMENTS, DOCUMENTS AND PAPERS AND FOR THE
PROSECUTION OF ANY SUCH PROCEEDINGS AND WILL REIMBURSE THE EXECUTIVE FOR ALL
REASONABLE EXPENSES INCURRED BY HER IN COMPLIANCE WITH THE PROVISIONS OF THIS
SECTION 7.
THE DEVELOPMENTS SHALL NOT INCLUDE ANY KNOWLEDGE OR INFORMATION OF
ANY KIND ACQUIRED BY OR DISCLOSED TO THE EXECUTIVE WHILE SERVING IN HER CAPACITY
AS A MEMBER OF THE BOARD OF DIRECTORS OF ANY NON-COMPANY ENTITY, IN HER CAPACITY