2.4
BENEFITS.
THE COMPANY WILL PROVIDE TO
EXECUTIVE HEALTH, DENTAL, VISION AND/OR SUPPLEMENTAL DISABILITY INSURANCE AND
OTHER BENEFITS AS ARE PROVIDED TO ITS EXECUTIVE EMPLOYEES.
ARTICLE III
BUSINESS EXPENSES
3.1
BUSINESS EXPENSES.
EXECUTIVE WILL BE
REIMBURSED FOR ALL REASONABLE OUT-OF-POCKET BUSINESS EXPENSES INCURRED IN THE
PERFORMANCE OF HIS DUTIES ON BEHALF OF THE COMPANY CONSISTENT WITH THE COMPANY'S
POLICIES AND PROCEDURES, INCLUDING PRIOR APPROVAL REQUIREMENTS AND SUBMISSION OF
APPROPRIATE SUPPORTING DOCUMENTATION.
ARTICLE IV
TERMINATION OF EMPLOYMENT
4.1
EMPLOYMENT IS "AT WILL" AND, ACCORDINGLY,
THE EMPLOYMENT PERIOD WILL TERMINATE THIRTY DAYS AFTER NOTICE OF TERMINATION IS
GIVEN IN WRITING BY EITHER PARTY TO THE OTHER PARTY (THE "TERMINATION DATE"),
PROVIDED THAT IN THE EVENT THAT THE COMPANY TERMINATES EXECUTIVE'S EMPLOYMENT
FOR CAUSE, THE TERMINATION DATE SHALL BE UPON DELIVERY TO EXECUTIVE OF WRITTEN
NOTICE THEREOF.
AS USED HEREIN, "FOR CAUSE" MEANS:
(A)
EXECUTIVE IS CONVICTED OF, OR PLEAS NOLO
CONTENDERE (NO CONTEST) TO, ANY CRIME (WHETHER OR NOT INVOLVING THE COMPANY)
CONSTITUTING A FELONY IN THE JURISDICTION INVOLVED;
(B)
EXECUTIVE'S WILLFUL MISCONDUCT IN THE
PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER;
(C)
EXECUTIVE'S GROSS NEGLIGENCE IN THE
PERFORMANCE OF HIS DUTIES HEREUNDER OR WILLFUL AND REPEATED FAILURE OR REFUSAL
TO PERFORM SUCH DUTIES AS MAY BE DELEGATED TO EXECUTIVE BY THE COMPANY
COMMENSURATE WITH HIS POSITION; OR
(D)
EXECUTIVE IS IN MATERIAL BREACH OF ANY
PROVISION OF THIS AGREEMENT.
4.2
UPON THE TERMINATION DATE, EXECUTIVE WILL BE
DEEMED TO HAVE RESIGNED FROM EACH POSITION (IF ANY) THAT HE THEN HOLDS WITH THE
COMPANY AND ANY OF ITS AFFILIATES, AND THE EXECUTIVE WILL TAKE ANY ACTION THAT
THE COMPANY OR ANY OF ITS AFFILIATES MAY REASONABLY REQUEST IN ORDER TO CONFIRM
OR EVIDENCE SUCH RESIGNATION.
4.3
IN THE EVENT THAT THE EMPLOYMENT PERIOD IS
TERMINATED BY THE COMPANY FOR ANY REASON OTHER THAN FOR CAUSE, EXECUTIVE SHALL
BE ENTITLED TO RECEIVE HIS BASE SALARY AND BENEFITS (INCLUDING THE VESTING OF
OPTIONS) FOR AN ADDITIONAL PERIOD OF THREE MONTHS BEYOND THE TERMINATION DATE.
ARTICLE V
INVENTIONS AND TRADEMARK; CONFIDENTIAL INFORMATION; NON-DISCLOSURE;
UNFAIR COMPETITION; CONFLICT OF INTEREST
5.1
INVENTIONS AND TRADEMARK.
ALL IDEAS,
INVENTIONS, TRADEMARKS, PROPRIETARY INFORMATION, KNOW-HOW, PROCESSES AND OTHER
DEVELOPMENTS OR IMPROVEMENTS DEVELOPED BY EXECUTIVE, ALONE OR WITH OTHERS,
DURING THE EMPLOYMENT PERIOD, THAT ARE WITHIN THE SCOPE OF COMPANY'S BUSINESS
OPERATIONS OR THAT RELATE TO COMPANY'S WORK OR PROJECTS, ARE THE EXCLUSIVE
PROPERTY OF COMPANY.
IN THAT REGARD, EXECUTIVE AGREES TO DISCLOSE PROMPTLY TO
COMPANY ANY AND ALL INVENTIONS, DISCOVERIES, TRADEMARKS, PROPRIETARY
INFORMATION, KNOW-HOW, PROCESSES OR IMPROVEMENTS, PATENTABLE OR OTHERWISE, THAT
IT AND/OR HE MAY MAKE FROM THE BEGINNING OF EXECUTIVE'S EMPLOYMENT UNTIL THE
TERMINATION THEREOF, THAT RELATE TO THE BUSINESS OF COMPANY, WHETHER SUCH IS
MADE SOLELY OR JOINTLY WITH OTHERS.
EXECUTIVE FURTHER AGREES THAT, DURING THE
EMPLOYMENT PERIOD, HE WILL PROVIDE COMPANY WITH A REASONABLE LEVEL OF
ASSISTANCE, AT COMPANY'S SOLE OPTION AND EXPENSE, TO OBTAIN PATENTS IN THE
UNITED STATES OF AMERICA, OR ELSEWHERE ON ANY SUCH IDEAS, INVENTIONS, TRADEMARKS
AND OTHER DEVELOPMENTS, AND AGREES TO EXECUTE ALL DOCUMENTS