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 (SUBJECT TO THE
LIMITATIONS CONTAINED THEREIN) THE EXECUTIVE 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 AS A PRIVATE INVESTOR, OR IN ANY OTHER
CIRCUMSTANCE DURING WHICH THE EXECUTIVE IS NOT OR WAS NOT ENGAGED IN ANY
ACTIVITY ON BEHALF OF OR ACTING FOR THE COMPANY.
FURTHERMORE, NOTHING HEREIN
SHALL