IN (A) THROUGH
(C) OF THIS SECTION 6 WILL BE CONTINGENT UPON (I) EXECUTIVE'S EXECUTION OF A
RELEASE OF ALL CLAIMS AGAINST CLARIENT AND ITS AFFILIATES AND EXPIRATION OF THE
SEVEN-DAY REVOCATION PERIOD REFERRED TO IN THE RELEASE, AND (II) EXECUTIVE'S NOT
ENGAGING IN ANY SOLICITATION (AS DEFINED IN SECTION 7 OF THIS LETTER AGREEMENT)
DURING THE PERIOD OF HIS EMPLOYMENT BY CLARIENT OR THE ONE-YEAR PERIOD FOLLOWING
EXECUTIVE'S TERMINATION DATE.
(E)
SUBJECT TO SECTION 11 BELOW, CLARIENT WILL PAY EXECUTIVE THE
AMOUNT DESCRIBED IN (A) ABOVE IN EQUAL BI-WEEKLY INSTALLMENTS FOR A PERIOD OF
TWELVE (12) MONTHS WITH THE FIRST PAYMENT BEING PAYABLE ON THE DATE WHEN THE
SEVEN-DAY REVOCATION PERIOD REFERRED TO BELOW WITH RESPECT TO THE RELEASE
EXPIRES.
CLARIENT WILL PREPARE THE FINAL RELEASE AND DELIVER IT TO EXECUTIVE
WITHIN FIVE BUSINESS DAYS OF EXECUTIVE'S TERMINATION OF EMPLOYMENT.
EXECUTIVE
WILL HAVE TWENTY-ONE (21) DAYS IN WHICH TO CONSIDER THE RELEASE ALTHOUGH
EXECUTIVE MAY EXECUTE IT SOONER.
PLEASE NOTE THAT THE RELEASE HAS A REVOCATION
PERIOD OF SEVEN DAYS.
(F)
IN THIS LETTER AGREEMENT, THE TERM "CAUSE" MEANS (I) EXECUTIVE'S
FAILURE TO ADHERE TO ANY LAWFUL WRITTEN POLICY OF CLARIENT (UNLESS EXECUTIVE'S
FAILURE TO ADHERE IS AT THE REQUEST OF THE BOARD OF DIRECTORS OF CLARIENT) IF
EXECUTIVE HAS BEEN GIVEN A REASONABLE OPPORTUNITY TO COMPLY WITH SUCH POLICY AND
CURE EXECUTIVE'S FAILURE TO COMPLY (WHICH REASONABLE OPPORTUNITY TO CURE MUST BE
GRANTED FOR A PERIOD OF AT LEAST TEN (10) DAYS AND UP TO THIRTY (30) DAYS, IF
REASONABLE), (II) EXECUTIVE'S APPROPRIATION (OR ATTEMPTED APPROPRIATION) OF A
BUSINESS OPPORTUNITY OF CLARIENT, INCLUDING ATTEMPTING TO SECURE OR SECURING ANY
PERSONAL PROFIT IN CONNECTION WITH ANY TRANSACTION ENTERED INTO ON BEHALF OF
CLARIENT, (III) EXECUTIVE'S MISAPPROPRIATION (OR ATTEMPTED MISAPPROPRIATION)
4
OF ANY OF CLARIENT'S FUNDS OR PROPERTY (INCLUDING, WITHOUT LIMITATION, TRADE
SECRETS AND OTHER INTELLECTUAL PROPERTY), OR (IV) EXECUTIVE'S CONVICTION OF, OR
EXECUTIVE'S ENTERING OF A GUILTY PLEA OR PLEA OF NO CONTEST WITH RESPECT TO, A
FELONY OR THE EQUIVALENT THEREOF.
IN THIS LETTER AGREEMENT, THE TERM "GOOD
REASON" MEANS (I) EXECUTIVE'S ASSIGNMENT (WITHOUT EXECUTIVE'S CONSENT) TO A
POSITION, A TITLE, RESPONSIBILITIES OR DUTIES OF A MATERIALLY LESSER STATUS OR
DEGREE OF RESPONSIBILITY THAN THE POSITION, RESPONSIBILITIES OR DUTIES OF CHIEF
MEDICAL OFFICER OF CLARIENT, OR (II) THE RELOCATION OF CLARIENT'S OFFICES AT
WHICH EXECUTIVE IS PRINCIPALLY EMPLOYED TO A LOCATION WHICH IS MORE THAN THIRTY
(30) MILES FROM THE LOCATION OF THE CLARIENT'S PRINCIPAL OFFICES ON THE DATE OF
THIS LETTER AGREEMENT; PROVIDED, HOWEVER, THAT EXECUTIVE MUST HAVE GIVEN THE
WRITTEN NOTICE TO CLARIENT THAT EXECUTIVE BELIEVES HE HAS THE RIGHT TO TERMINATE
EMPLOYMENT FOR GOOD REASON, WITHIN NINETY (90) DAYS OF THE INITIAL OCCURRENCE OF
SUCH EVENT, AND CLARIENT FAILS TO ELIMINATE THE GOOD REASON WITHIN FIFTEEN (15)
DAYS AFTER RECEIPT OF THE NOTICE.
FURTHER, EXECUTIVE'S TERMINATION OF
EMPLOYMENT MUST OCCUR WITHIN TWO (2) YEARS FROM THE INITIAL OCCURRENCE OF AN
EVENT THAT CONSTITUTES GOOD REASON.
(G)
IN THIS LETTER AGREEMENT, THE TERM "CHANGE OF