ENTITLED PURSUANT TO THIS SECTION 3 SHALL BE SUBJECT
TO THE FOLLOWING CONDITIONS: (A) SUCH REIMBURSEMENT SHALL BE PAID NO LATER THAN
THE CALENDAR YEAR FOLLOWING THE CALENDAR YEAR IN WHICH THE EXPENSE WAS INCURRED,
(B) THE AMOUNT OF EXPENSES ELIGIBLE FOR REIMBURSEMENT DURING ANY CALENDAR YEAR
MAY NOT AFFECT THE AMOUNT OF EXPENSES ELIGIBLE FOR REIMBURSEMENT IN ANY OTHER
CALENDAR YEAR, (C) THE RIGHT TO REIMBURSEMENT UNDER THIS SECTION 3 SHALL NOT BE
SUBJECT TO LIQUIDATION OR EXCHANGE FOR ANOTHER BENEFIT AND (D) ONLY EXPENSES
INCURRED DURING THE TERM OF AGREEMENT SHALL BE ELIGIBLE FOR REIMBURSEMENT.
4.
INDEPENDENT CONTRACTOR STATUS.
CONSULTANT SHALL BE AN
INDEPENDENT CONTRACTOR AND AS SUCH SHALL NOT HAVE ANY AUTHORITY TO BIND OR
COMMIT THE COMPANY.
THE CONSULTANT AND THE COMPANY AGREE THAT CONSULTANT IS
SELF-EMPLOYED AND WILL BE RESPONSIBLE FOR ALL TAXES, SELF-EMPLOYMENT TAXES AND
INCOME TAXES.
OTHER THAN THOSE BENEFITS TO WHICH CONSULTANT IS ENTITLED BY
VIRTUE OF HIS FORMER EMPLOYMENT BY THE COMPANY, THE CONSULTANT SHALL NOT
PARTICIPATE IN ANY COMPANY EMPLOYEE BENEFIT PLANS.
THE COMPANY SHALL NOT
WITHHOLD TAXES FROM ANY PAYMENTS TO CONSULTANT.
5.
TERMINATION OF AGREEMENT FOR CAUSE.
THE COMPANY MAY
TERMINATE THE AGREEMENT DURING THE TERM OF AGREEMENT AT ANY TIME FOR CAUSE.
FOR
PURPOSES OF THIS AGREEMENT, "CAUSE" MEANS CONDUCT AMOUNTING TO: (1) FRAUD OR
DISHONESTY AGAINST THE COMPANY, (2) WILLFUL MISCONDUCT, REPEATED REFUSAL TO
FOLLOW THE REASONABLE DIRECTION OF THE COMPANY OR COMMITTING A KNOWING VIOLATION
OF THE LAW IN THE COURSE OF THE PERFORMANCE OF CONSULTANT'S DUTIES, (3) A
CONVICTION OR PLEA OF GUILTY OR NOLO CONTENDERE TO A FELONY OR CRIME INVOLVING
DISHONESTY, AND (4) A MATERIAL BREACH OR MATERIAL VIOLATION OF THE TERMS OF THIS
AGREEMENT.
UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, CONSULTANT WILL
CEASE ALL WORK AND SHALL PROMPTLY PROVIDE TO THE COMPANY ANY MATERIALS THAT MAY
HAVE BEEN PROVIDED TO CONSULTANT IN CONNECTION WITH THIS AGREEMENT AND ALL WORK
PRODUCT AND FILES DEVELOPED BY CONSULTANT UNDER THIS AGREEMENT.
THE TERM OF
AGREEMENT SHALL TERMINATE UPON THE CONSULTANT'S DEATH UNLESS TERMINATED EARLIER
PURSUANT TO SOME OTHER PROVISION OF THIS AGREEMENT.
6.
SUCCESSORS.
(A)
ASSIGNMENT OF AGREEMENT.
THIS AGREEMENT IS PERSONAL TO THE
CONSULTANT AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE
ASSIGNABLE BY THE CONSULTANT OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
2
(B)
SUCCESSORS OF THE COMPANY.
NO RIGHTS OR OBLIGATIONS OF THE
COMPANY UNDER THIS AGREEMENT MAY BE ASSIGNED OR TRANSFERRED EXCEPT THAT THE
COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT OR INDIRECT, BY PURCHASE,
MERGER, CONSOLIDATION OR OTHERWISE) TO ALL OR SUBSTANTIALLY ALL OF THE BUSINESS
AND/OR ASSETS OF THE COMPANY TO EXPRESSLY ASSUME AND AGREE TO PERFORM THIS
AGREEMENT IN THE SAME MANNER AND TO THE SAME EXTENT THAT THE COMPANY WOULD BE
REQUIRED TO PERFORM IT IF NO SUCH SUCCESSION HAD TAKEN PLACE.
AS USED IN THIS
AGREEMENT, "COMPANY" SHALL MEAN THE COMPANY AS HEREIN BEFORE DEFINED AND ANY
SUCCESSOR THAT EXECUTES AND DELIVERS THE AGREEMENT