OTHER PERSON, FIRM OR CORPORATION
OR TO LEAVE HIS OR HER EMPLOYMENT WITH CLARIENT OR AUTHORIZING OR APPROVING ANY
SUCH ACTION BY ANY OTHER PERSON OR ENTITY.
PROVIDING A REFERENCE FOR AN
EMPLOYEE OF CLARIENT WILL NOT, HOWEVER, CONSTITUTE SOLICITATION IF THE EMPLOYEE
HAS DECIDED TO LEAVE THE EMPLOY OF CLARIENT, IS SEEKING OTHER EMPLOYMENT, AND
REQUESTS THE REFERENCE.
(B)
FOR PURPOSES OF THIS SECTION 7, "CUSTOMER" MEANS ANY PERSON OR
ENTITY WHICH AT THE TIME OF DETERMINATION, IF MADE PRIOR TO TERMINATION OF
EMPLOYMENT, OR, AFTER TERMINATION OF EMPLOYMENT, AT THE TIME OF SUCH
TERMINATION, SHALL BE, OR SHALL HAVE BEEN WITHIN ONE YEAR PRIOR TO SUCH TIME, A
CLIENT, CUSTOMER, OEM, DISTRIBUTOR OR RESELLER OF CLARIENT.
(C)
EXECUTIVE ACKNOWLEDGES (I) THAT HIS EXPERIENCE AND CAPABILITIES
ARE SUCH THAT THE CONDITIONS IN SECTION 6(D) TO HIS RECEIVING THE SEVERANCE
BENEFITS REFERRED TO IN SECTION 6 WILL NOT PREVENT HIM FROM OBTAINING EMPLOYMENT
OR OTHERWISE EARNING A LIVING AT THE SAME GENERAL ECONOMIC BENEFIT AS REASONABLY
REQUIRED BY HIM WITHOUT LOSING THE SEVERANCE BENEFITS AND (II) THAT HE HAS,
PRIOR TO THE EXECUTION OF THIS LETTER AGREEMENT, REVIEWED THIS LETTER AGREEMENT
WITH HIS LEGAL COUNSEL.
EXECUTIVE ACKNOWLEDGES THAT THE PROVISIONS CONTAINED IN
THIS SECTION 7 AND IN SECTION 6(D) ARE REASONABLE AND NECESSARY TO PROTECT THE
LEGITIMATE BUSINESS INTERESTS OF CLARIENT, AND THAT CLARIENT WOULD NOT HAVE
ENTERED INTO THIS LETTER AGREEMENT IN THE ABSENCE OF SUCH PROVISIONS.
8.
OTHER PAYMENTS IN THE EVENT OF TERMINATION OF EMPLOYMENT.
IN THE
EVENT OF TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE WILL BE
ENTITLED TO RECEIVE, UPON SUCH TERMINATION, PAYMENT OF ALL ACCRUED, UNPAID
SALARY TO THE DATE OF TERMINATION.
IN ADDITION, IN THE EVENT OF TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON OTHER THAN BY CLARIENT FOR "CAUSE,"
EXECUTIVE WILL BE ENTITLED TO RECEIVE, UPON SUCH TERMINATION, A "PRO RATA
PORTION" OF HIS "BONUS FOR THE YEAR OF TERMINATION" (AS THOSE TERMS ARE DEFINED
BELOW) PAYABLE NO LATER THAN MARCH 15TH OF THE YEAR FOLLOWING THAT IN WHICH SUCH
TERMINATION OCCURS.
"PRO RATA PORTION" MEANS THE NUMBER OF DAYS IN THE CALENDAR
YEAR IN WHICH TERMINATION OCCURS UP TO AND INCLUDING THE DATE OF TERMINATION
DIVIDED BY THE TOTAL NUMBER OF DAYS IN THAT FULL CALENDAR YEAR.
THE "BONUS FOR
THE YEAR OF TERMINATION" MEANS THE AMOUNT EXECUTIVE WOULD HAVE BEEN LIKELY TO
EARN IF HE HAD BEEN EMPLOYED FOR THE FULL YEAR, AS DETERMINED IN GOOD FAITH BY
CLARIENT'S BOARD OF DIRECTORS OR COMPENSATION COMMITTEE.
9.
WITHHOLDING; NATURE OF OBLIGATIONS.
CLARIENT WILL WITHHOLD
APPLICABLE TAXES AND OTHER LEGALLY REQUIRED DEDUCTIONS FROM ALL PAYMENTS TO BE
MADE HEREUNDER.
CLARIENT'S OBLIGATIONS TO MAKE PAYMENTS UNDER THIS LETTER
AGREEMENT ARE UNFUNDED AND UNSECURED AND WILL BE PAID OUT OF THE GENERAL ASSETS
OF CLARIENT.
10.
REPRESENTATIONS, WARRANTIES AND COVENANTS OF EXECUTIVE.
EXECUTIVE
REPRESENTS AND WARRANTS TO CLARIENT THAT:
(A) HE HAS FULL POWER AND AUTHORITY
TO ENTER INTO THIS LETTER AGREEMENT AND TO PERFORM HIS DUTIES HEREUNDER; (B) THE
EXECUTION AND DELIVERY