CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH,
6
THE COMPANY INCLUDING, WITHOUT LIMITATION, ANY MEMBER OF AN AFFILIATED GROUP OF
WHICH THE COMPANY IS A COMMON PARENT CORPORATION AS PROVIDED IN SECTION 1404 OF
THE CODE.
(g)
Survival.
Termination of the Employment Period in accordance with
this Section 11, or expiration of the Employment Period, will not affect the
provisions of this Employment Agreement that survive such termination,
including, without limitation, the provisions in the Confidentiality, Inventions
and Non-Solicitation Agreementand in Section 9 of this Employment Agreement, and
will not limit either party's ability to pursue remedies at law or equity.
12.
EXECUTIVE ASSISTANCE.
BOTH DURING AND AFTER EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, EXECUTIVE SHALL, UPON REASONABLE NOTICE, FURNISH
THE COMPANY WITH SUCH INFORMATION AS MAY BE IN EXECUTIVE'S POSSESSION OR
CONTROL, AND COOPERATE WITH THE COMPANY, AS THE COMPANY MAY REASONABLY REQUEST
(WITH DUE CONSIDERATION TO EXECUTIVE'S BUSINESS ACTIVITIES AND OBLIGATIONS AFTER
THE EMPLOYMENT PERIOD), IN CONNECTION WITH ANY LITIGATION, CLAIM, OR OTHER
DISPUTE IN WHICH THE COMPANY OR ANY OF ITS AFFILIATES IS OR MAY BECOME A PARTY.
THE COMPANY SHALL REIMBURSE EXECUTIVE FOR ALL REASONABLE OUT-OF-POCKET EXPENSES
INCURRED BY EXECUTIVE IN FULFILLING EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION
12.
13.
EFFECT OF PRIOR AGREEMENTS.
THIS EMPLOYMENT AGREEMENT, THE
MANAGEMENT AGREEMENT, THE STOCKHOLDERS AGREEMENT, THE REGISTRATION RIGHTS
AGREEMENT AND THE CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION
AGREEMENTCONTAIN THE ENTIRE UNDERSTANDING AMONG PARENT, THE COMPANY AND
EXECUTIVE RELATING TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ANY PRIOR
EMPLOYMENT AGREEMENT AMONG EXECUTIVE, PARENT AND THE COMPANY OR OTHER AGREEMENT
RELATING TO THE SUBJECT MATTER HEREOF BETWEEN PARENT, THE COMPANY AND
EXECUTIVE.
EXECUTIVE AGREES AND ACKNOWLEDGES THAT HE IS ENTITLED TO NO BENEFITS
OR COMPENSATION AND HAS NO OTHER RIGHTS AGAINST THE COMPANY, THE PARENT, AND
THEIR AFFILIATES, EXCEPT AS OTHERWISE SET FORTH IN THIS EMPLOYMENT AGREEMENT
AND, TO THE EXTENT ANY SUCH BENEFITS, COMPENSATION OR RIGHTS ARE OWED TO HIM,
EXPRESSLY WAIVES SUCH BENEFITS, COMPENSATION AND RIGHTS.
14.
MODIFICATION AND WAIVER.
THIS EMPLOYMENT AGREEMENT MAY NOT BE
MODIFIED OR AMENDED, NOR MAY ANY PROVISIONS OF THIS EMPLOYMENT AGREEMENT BE
WAIVED, EXCEPT BY AN INSTRUMENT IN WRITING SIGNED BY THE PARTIES. NO WRITTEN
WAIVER WILL BE DEEMED TO BE A CONTINUING WAIVER UNLESS SPECIFICALLY STATED
THEREIN, AND EACH SUCH WAIVER WILL OPERATE ONLY AS TO THE SPECIFIC TERM OR
CONDITION WAIVED AND SHALL NOT CONSTITUTE A WAIVER OF SUCH TERM OR CONDITION FOR
THE FUTURE OR AS TO ANY ACT OTHER THAN THAT SPECIFICALLY WAIVED.
15.
SEVERABILITY.
IF, FOR ANY REASON, ANY PROVISION OF THIS
EMPLOYMENT AGREEMENT IS HELD INVALID, SUCH INVALIDITY WILL NOT AFFECT ANY OTHER
PROVISION OF THIS EMPLOYMENT AGREEMENT, AND EACH PROVISION WILL TO THE FULL
EXTENT CONSISTENT WITH LAW CONTINUE IN FULL FORCE AND EFFECT.
IF ANY PROVISION
OF THIS EMPLOYMENT AGREEMENT IS HELD INVALID IN PART, SUCH INVALIDITY WILL IN NO
WAY AFFECT THE REST OF SUCH PROVISION, AND THE REST OF SUCH PROVISION, TOGETHER
WITH ALL OTHER PROVISIONS OF THIS EMPLOYMENT AGREEMENT, WILL, TO THE FULL