POSITION OR TITLE AFTER NOTICE TO THE COMPANY AND A
THIRTY (30) DAY OPPORTUNITY TO CURE; OR
(II)
ANY MATERIAL BREACH OF THIS EMPLOYMENT
AGREEMENT ON THE PART OF THE COMPANY (INCLUDING, BUT NOT LIMITED TO, ANY
DECREASE IN THE BASE SALARY WITHOUT THE CONSENT OF THE EXECUTIVE), AFTER NOTICE
TO THE CHIEF EXECUTIVE OFFICER, AND A THIRTY (30) DAY OPPORTUNITY TO CURE;
PROVIDED, HOWEVER, THAT EXECUTIVE IS NOT IN MATERIAL BREACH OF ANY OF THE TERMS
OF THIS EMPLOYMENT AGREEMENT.
(F)
GENERAL RELEASE.
THE RECEIPT OF ANY PAYMENT AS SET FORTH IN
SECTIONS 11(D)-(E) ABOVE SHALL BE CONTINGENT UPON EXECUTIVE'S EXECUTION OF AN
AGREEMENT ACCEPTABLE TO THE COMPANY THAT (I) WAIVES ANY RIGHTS THE EXECUTIVE MAY
OTHERWISE HAVE AGAINST THE COMPANY AND ITS AFFILIATES, (II) RELEASES THE COMPANY
AND ITS AFFILIATES FROM ACTIONS, SUITS, CLAIMS, PROCEEDINGS AND DEMANDS RELATED
TO THE PERIOD OF EMPLOYMENT AND/OR THE TERMINATION OF EMPLOYMENT, AND
(III) CONTAINS CERTAIN OTHER STANDARD OBLIGATIONS WHICH SHALL BE SET FORTH AT
THE TIME OF THE TERMINATION.
FOR PURPOSES OF THIS EMPLOYMENT AGREEMENT, THE
TERM "AFFILIATES" MEANS ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, ASSOCIATION,
JOINT-STOCK COMPANY, TRUST, UNINCORPORATED ASSOCIATION OR OTHER ENTITY (OTHER
THAN THE COMPANY) THAT DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE
INTERMEDIARIES, CONTROLS, IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, 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 Agreement and 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
7
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,