SUCH PERSON'S AUTHORIZATION.
6.6
FORFEITURE OF OUTSTANDING OPTIONS.
THE PROVISIONS OF SECTION 5
NOTWITHSTANDING, IF A COURT OF COMPETENT JURISDICTION OR AN ARBITRAL TRIBUNAL
DETERMINES THAT EXECUTIVE (X) WILLFULLY AND MATERIALLY BREACHED SECTIONS 6.1,
6.2, 6.3, 6.4 OR 6.8 AND (Y) FAILED TO CURE SUCH BREACH WITHIN THIRTY (30) DAYS
AFTER HIS RECEIPT OF WRITTEN NOTICE FROM THE BOARD OF DIRECTORS, ATTACHING A
COPY OF A RESOLUTION DULY ADOPTED BY THE BOARD OF DIRECTORS BY A VOTE OF
DIRECTORS CONSTITUTING A MAJORITY OF THE BOARD OF DIRECTORS (EXCLUDING
EXECUTIVE) AT A MEETING OF THE BOARD OF DIRECTORS AT WHICH A QUORUM IS
PHYSICALLY PRESENT IN PERSON, IN WHICH RESOLUTION THE BOARD OF DIRECTORS SETS
FORTH SUCH BREACH IN REASONABLE DETAIL AND EXPRESSLY ELECTS THE REMEDY PROVIDED
IN THIS SECTION 6.6, AND WHICH NOTICE IS DELIVERED TO EXECUTIVE WITHIN NINETY
(90) DAYS AFTER THE COMPANY FIRST HAD KNOWLEDGE OF SUCH BREACH (THE FOREGOING,
COLLECTIVELY, A "SECTION 6.6 NOTICE OF BREACH") (AND WHICH CURE BY EXECUTIVE, IN
THE CASE OF A BREACH OF SECTION 6.4, MAY BE EFFECTED, WITHOUT LIMITATION, BY
CORRECTION OR RETRACTION OF THE DISPARAGING STATEMENTS), THEN ALL OPTIONS
(WHETHER GRANTED PRIOR TO, CONTEMPORANEOUSLY WITH, OR SUBSEQUENT TO THIS
AGREEMENT) TO PURCHASE COMMON STOCK GRANTED BY THE COMPANY AND HELD BY EXECUTIVE
OR A TRANSFEREE OF EXECUTIVE SHALL BE IMMEDIATELY FORFEITED AND THEREUPON SUCH
OPTIONS SHALL BE CANCELLED, SUCH FORFEITURE TO BE EFFECTIVE AT THE LATER OF THE
TIME OF SUCH FAILURE TO COMPLY OR EXECUTIVE'S TERMINATION OF EMPLOYMENT.
IF A
COURT OF COMPETENT JURISDICTION OR ARBITRAL TRIBUNAL FINDS THAT THE COMPANY IS
ENTITLED TO CAUSE THE FORFEITURE OF EXECUTIVE'S OPTIONS IN ACCORDANCE WITH THE
FOREGOING TERMS OF THIS SECTION 6.6, EXECUTIVE SHALL BE REQUIRED TO FORFEIT SUCH
OPTIONS IMMEDIATELY.
IF ANY OPTION IS EXERCISED AFTER DELIVERY OF THE SECTION
6.6 NOTICE OF BREACH AND IF SUCH FORFEITURE SUBSEQUENTLY OCCURS PURSUANT TO THE
FOREGOING TERMS OF THIS SECTION 6.6, EXECUTIVE SHALL BE REQUIRED TO RETURN TO
THE COMPANY ALL SHARES ACQUIRED UPON SUCH EXERCISE; PROVIDED FURTHER THAT IF
EXECUTIVE HAS SOLD ANY SHARES HE ACQUIRED UPON SUCH EXERCISE, EXECUTIVE SHALL
PAY TO THE COMPANY AN AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE AGGREGATE SALE
PRICE OF THE SHARES SOLD AND THE AGGREGATE EXERCISE PRICE PAID BY EXECUTIVE FOR
SUCH SHARES.
IF A COURT OF COMPETENT JURISDICTION OR ARBITRAL TRIBUNAL DOES NOT
FIND THAT THE COMPANY IS ENTITLED TO CAUSE SUCH FORFEITURE IN ACCORDANCE WITH
THE FOREGOING TERMS OF THIS SECTION 6.6, THE COMPANY SHALL PAY (OR REIMBURSE, IF
ALREADY PAID BY EXECUTIVE) ALL REASONABLE EXPENSES ACTUALLY INCURRED BY
EXECUTIVE IN CONNECTION WITH CONTESTING SUCH ATTEMPTED FORFEITURE.
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6.7
ENFORCEMENT.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT, BY VIRTUE OF
EXECUTIVE'S POSITION, SERVICES AND ACCESS TO AND USE OF CONFIDENTIAL RECORDS AND
PROPRIETARY INFORMATION, ANY VIOLATION BY EXECUTIVE OF ANY OF THE UNDERTAKINGS
CONTAINED IN THIS SECTION 6 WOULD CAUSE THE COMPANY IMMEDIATE, SUBSTANTIAL AND
IRREPARABLE INJURY FOR WHICH IT HAS NO ADEQUATE REMEDY AT LAW.
ACCORDINGLY,
EXECUTIVE AGREES AND CONSENTS TO