EMPLOYEE PATENT AND CONFIDENTIAL INFORMATION AGREEMENT ENTERED INTO BY
EXECUTIVE (THE "CONFIDENTIAL INFORMATION AGREEMENT").
(D)
CONFIDENTIALITY.
EXECUTIVE SHALL KEEP THIS AGREEMENT AND ITS
TERMS CONFIDENTIAL AND SHALL NOT DISCLOSE OR DISCUSS THE SAME WITH ANYONE OTHER
THAN HIS ATTORNEY, ACCOUNTANT AND SPOUSE, IF ANY.
(E)
NO DUTY TO MITIGATE.
EXECUTIVE WILL NOT BE REQUIRED TO MITIGATE
THE AMOUNT OF ANY PAYMENT CONTEMPLATED BY THIS AGREEMENT, NOR WILL ANY EARNINGS
THAT EXECUTIVE MAY RECEIVE FROM ANY OTHER SOURCE REDUCE ANY SUCH PAYMENT.
3.
DEFINITIONS.
(A)
CAUSE.
FOR THE PURPOSES OF THIS AGREEMENT, "CAUSE" SHALL MEAN,
(I) THE BOARD'S DETERMINATION THAT THE EXECUTIVE FAILED TO SUBSTANTIALLY PERFORM
HIS OR HER DUTIES (OTHER THAN ANY SUCH FAILURE RESULTING FROM THE EXECUTIVE'S
DISABILITY);
(II) THE BOARD'S DETERMINATION THAT THE EXECUTIVE FAILED TO CARRY
OUT, OR COMPLY WITH ANY LAWFUL AND REASONABLE DIRECTIVE OF THE BOARD OR THE
EXECUTIVE'S IMMEDIATE SUPERVISOR, WHICH IS NOT REMEDIED WITHIN TEN DAYS AFTER
RECEIPT OF WRITTEN NOTICE FROM THE COMPANY SPECIFYING SUCH FAILURE;
(III) THE
EXECUTIVE'S CONVICTION, PLEA OF NO CONTEST, PLEA OF NOLO CONTENDERE, OR
IMPOSITION OF UNADJUDICATED PROBATION FOR ANY FELONY, INDICTABLE OFFENCE OR
CRIME INVOLVING MORAL TURPITUDE;
(IV) THE EXECUTIVE'S UNLAWFUL USE (INCLUDING
BEING UNDER THE INFLUENCE) OR POSSESSION OF ILLEGAL DRUGS ON THE COMPANY'S
PREMISES OR WHILE PERFORMING THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES; OR (V)
THE EXECUTIVE'S COMMISSION OF A MATERIAL ACT OF FRAUD, EMBEZZLEMENT,
MISAPPROPRIATION, WILLFUL MISCONDUCT, OR BREACH OF FIDUCIARY DUTY AGAINST THE
COMPANY, GLOBAL, ANY OF THEIR RESPECTIVE SUBSIDIARIES OR SUCCESSOR ENTITIES.
(B)
CHANGE OF CONTROL.
"CHANGE OF CONTROL" SHALL MEAN THE
CONSUMMATION OF ANY TRANSACTION OR SERIES OF TRANSACTIONS PURSUANT TO WHICH ONE
OR MORE PERSONS OR ENTITIES OR GROUP OF PERSONS OR ENTITIES (OTHER THAN THE
INITIAL CARLYLE STOCKHOLDERS (AS DEFINED IN THE STOCKHOLDERS AGREEMENT), ITS
AFFILIATES OR ANY TRANSFER AS A RESULT OF ANY LIQUIDATION OR DISSOLUTION OF ANY
CARLYLE STOCKHOLDER (AS DEFINED IN THE STOCKHOLDERS AGREEMENT)) ACQUIRES (I)
CAPITAL STOCK OF GLOBAL OR THE COMPANY POSSESSING THE VOTING POWER SUFFICIENT TO
ELECT A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF GLOBAL OR THE
COMPANY, RESPECTIVELY, OR THEIR RESPECTIVE SUCCESSOR(S) (WHETHER SUCH
TRANSACTION IS EFFECTED BY MERGER, CONSOLIDATION, RECAPITALIZATION, SALE OR
TRANSFER OF GLOBAL'S OR THE COMPANY'S CAPITAL STOCK OR OTHERWISE) OR (II) ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF GLOBAL OR THE COMPANY AND THEIR RESPECTIVE
SUBSIDIARIES
(C)
DISABILITY.
FOR PURPOSES OF THIS AGREEMENT, "DISABILITY" SHALL
MEAN THAT EXECUTIVE IS UNABLE TO PERFORM HIS OR HER MATERIAL DUTIES AND
RESPONSIBILITIES TO THE FULL EXTENT REQUIRED BY THE BOARD OF DIRECTORS OF THE
COMPANY BY REASON OF PHYSICAL OR MENTAL ILLNESS, IMPAIRMENT OR INCAPACITY FOR
TWENTY-SIX (26) WEEKS IN ANY FIFTY-TWO (52) WEEK PERIOD.
(D)
GOOD REASON.
THE EXECUTIVE SHALL HAVE "GOOD REASON" TO RESIGN HIS
EMPLOYMENT UPON THE OCCURRENCE OF (I) A MATERIAL DIMINUTION IN THE NATURE OR
SCOPE OF THE EXECUTIVE'S RESPONSIBILITIES, DUTIES OR AUTHORITY OR (II) THE
RELOCATION OF THE EXECUTIVE'S PRINCIPAL PLACE OF BUSINESS TO A LOCATION THAT IS
IN