UNVESTED SHALL VEST.
ALL STOCK, AND ALL STOCK FROM RESTRICTED
STOCK UNITS, IN EACH CASE NET OF ANY APPLICABLE TAXES DUE IN CONNECTION WITH
SUCH STOCK AND UNITS, WHICH TAXES SHALL BE DEDUCTED FROM THE SHARES OF COMMON
STOCK THAT YOU (OR YOUR ESTATE) WILL RECEIVE, SHALL BE PROMPTLY DELIVERED TO YOU
(OR YOUR ESTATE).
ALL STOCK OPTIONS ISSUED TO YOU BY THE COMPANY ARE LISTED ON
SCHEDULE A ATTACHED HERETO, ARE VESTED AND SHALL BE EXERCISABLE ACCORDING TO THE
TERMS OF THE APPLICABLE STOCK OPTION AGREEMENT EXECUTED WHEN SUCH OPTIONS WERE
GRANTED.
THE COMPANY AGREES THAT (A) SOLELY FOR THE PURPOSE OF DETERMINING THE
LATEST DATE BY WHICH YOU MAY EXERCISE YOUR STOCK OPTIONS, ON THE TERMINATION
DATE YOU SHALL BE DEEMED TO BE TERMINATED "WITHOUT CAUSE" AND (B) YOU (OR YOUR
EXECUTOR) MAY EXERCISE ANY STOCK OPTION TO PURCHASE COMMON SHARES OF THE COMPANY
ON A CASHLESS BASIS SO THAT THE EXERCISE PRICE FOR SUCH OPTIONS, AS WELL AS ANY
APPLICABLE TAXES DUE IN CONNECTION WITH SUCH OPTIONS, SHALL BE DEDUCTED FROM THE
SHARES OF COMMON STOCK THAT YOU WILL RECEIVE UPON EXERCISING SUCH OPTIONS.
10.
CONSULTING SERVICES.
EACH OF YOU AND WMP CONSULTING LLC, A
CONNECTICUT LLC ("CONSULTANT"), HEREBY AGREE THAT ALL TANGIBLE AND INTANGIBLE
MATERIAL AND WORK PRODUCT DELIVERED BY CONSULTANT AND/OR YOU AS PART OF OR IN
CONNECTION WITH THE CONSULTING SERVICES PROVIDED BY CONSULTANT AND/OR YOU TO THE
COMPANY AND/OR ITS AFFILIATES (INCLUDING BUT NOT LIMITED TO ALL SUCH MATERIAL
AND WORK PRODUCT DELIVERED PRIOR TO THE DATE HEREOF) (INCLUDING ANY SOURCE CODE
AND OBJECT CODE) (COLLECTIVELY, THE "DELIVERABLES") IS THE PROPERTY OF THE
COMPANY.
CONSULTANT AND YOU EACH AGREE THAT ALL RIGHT, TITLE AND INTEREST
(INCLUDING WITHOUT LIMITATION COPYRIGHT, PATENT AND TRADE SECRET RIGHTS) IN AND
TO THE DELIVERABLES OR ANY ASPECT THEREOF (INCLUDING WITHOUT LIMITATION ANY AND
ALL TECHNICAL INFORMATION, SPECIFICATIONS, DRAWINGS, DIAGRAMS, RECORDS, SCREEN
LAYOUTS AND LOOK AND FEEL) SHALL BELONG EXCLUSIVELY TO THE COMPANY.
THE PARTIES
AGREE THAT THE DELIVERABLES, INSOFAR AS THEY CONSTITUTE WORKS OF AUTHORSHIP OR
CONTRIBUTIONS TO WORKS OF AUTHORSHIP, SHALL BE DEEMED WORKS SPECIALLY ORDERED
AND COMMISSIONED BY THE COMPANY AND "WORKS MADE FOR HIRE" UNDER THE UNITED
STATES COPYRIGHT LAWS (17 U.S.C. §§ 101 ET SEQ.).
IF FOR ANY REASON THE
DELIVERABLES, OR ANY PART OF THEM, CANNOT AS A MATTER OF LAW CONSTITUTE "WORKS
MADE FOR HIRE" UNDER THE UNITED STATES COPYRIGHT LAWS, CONSULTANT AND YOU EACH
HEREBY ASSIGN AND AGREE TO ASSIGN THE ENTIRE COPYRIGHT THEREIN (AND ALL RIGHTS
COMPRISING SAID COPYRIGHT) TO THE COMPANY.
INDEPENDENT OF THE
4
PRECEDING SENTENCE, CONSULTANT AND YOU EACH ASSIGN AND AGREE TO ASSIGN ALL OTHER
INTELLECTUAL PROPERTY RIGHTS, INCLUDING WITHOUT LIMITATION PATENT AND TRADE
SECRET RIGHTS, AND ALL RIGHT, TITLE AND INTEREST IN AND TO THE DELIVERABLES, OR
ANY ASPECT THEREOF, TO THE COMPANY.
CONSULTANT AND YOU EACH HEREBY AGREE TO
EXECUTE, UPON REQUEST BY THE COMPANY, ANY AND ALL ADDITIONAL DOCUMENTS,
INCLUDING ASSIGNMENTS, NECESSARY TO EFFECTUATE THE INTENT OF THE PRECEDING
SENTENCES OF THIS