LAW OR OTHERWISE, ACQUIRE ANY RIGHT, TITLE OR INTEREST IN
OR TO ANY CONFIDENTIAL INFORMATION OR EMPLOYEE DEVELOPMENT, EXECUTIVE HEREBY
ASSIGNS AND COVENANTS TO ASSIGN TO THE COMPANY ALL SUCH PROPRIETARY RIGHTS
WITHOUT THE NEED FOR A SEPARATE WRITING OR ADDITIONAL COMPENSATION.
EXECUTIVE
SHALL, BOTH DURING AND AFTER THE TERM, UPON THE COMPANY'S REQUEST, PROMPTLY
EXECUTE, ACKNOWLEDGE, AND DELIVER TO THE COMPANY ALL SUCH ASSIGNMENTS,
CONFIRMATIONS OF ASSIGNMENT, CERTIFICATES, AND INSTRUMENTS, AND SHALL PROMPTLY
PERFORM SUCH OTHER ACTS, AS THE COMPANY MAY FROM TIME TO TIME IN ITS DISCRETION
DEEM NECESSARY OR DESIRABLE TO EVIDENCE, ESTABLISH, MAINTAIN, PERFECT, ENFORCE
OR DEFEND THE COMPANY'S RIGHTS IN CONFIDENTIAL INFORMATION AND EMPLOYEE
DEVELOPMENTS.
(K)
COMPLIANCE WITH POLICIES AND PROCEDURES.
DURING THE PERIOD THAT
EXECUTIVE IS EMPLOYED WITH THE COMPANY HEREUNDER, EXECUTIVE SHALL ADHERE TO THE
POLICIES AND STANDARDS OF PROFESSIONALISM SET FORTH IN THE COMPANY'S POLICIES
AND PROCEDURES APPLICABLE TO ALL EMPLOYEES OF THE COMPANY AND ITS SUBSIDIARIES
AND/OR AFFILIATES, AS WELL AS COMPANY POLICIES (OR THE POLICIES OF SUCH OTHER
BUSINESSES FOR WHICH EXECUTIVE HAS DIRECT OR INDIRECT RESPONSIBILITY UNDER THIS
AGREEMENT) AS THEY MAY EXIST FROM TIME TO TIME.
(G)
SURVIVAL OF PROVISIONS.
THE OBLIGATIONS CONTAINED IN THIS
SECTION 2A SHALL, TO THE EXTENT PROVIDED IN THIS SECTION 2A, SURVIVE THE
TERMINATION OR EXPIRATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND, AS
APPLICABLE, SHALL BE FULLY ENFORCEABLE THEREAFTER IN ACCORDANCE WITH THE TERMS
OF THIS AGREEMENT.
IF IT IS DETERMINED BY A COURT OF COMPETENT JURISDICTION
THAT ANY RESTRICTION IN THIS SECTION 2A IS EXCESSIVE IN DURATION OR SCOPE OR IS
UNREASONABLE OR UNENFORCEABLE UNDER APPLICABLE LAW, IT IS THE INTENTION OF THE
PARTIES THAT SUCH RESTRICTION MAY BE MODIFIED OR AMENDED BY THE COURT TO RENDER
IT ENFORCEABLE TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
3A.
TERMINATION OF PRIOR AGREEMENTS.
THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES AND, AS OF THE EFFECTIVE DATE, TERMINATES
AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS (WHETHER WRITTEN
OR ORAL) BETWEEN THE PARTIES WITH
5A
RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT NEITHER THE COMPANY NOR ANYONE ACTING ON ITS BEHALF HAS MADE, AND IS
NOT MAKING, AND IN EXECUTING THIS AGREEMENT, EXECUTIVE HAS NOT RELIED UPON, ANY
REPRESENTATIONS, PROMISES OR INDUCEMENTS EXCEPT TO THE EXTENT THE SAME IS
EXPRESSLY SET FORTH IN THIS AGREEMENT.
EXECUTIVE HEREBY REPRESENTS AND WARRANTS
THAT BY ENTERING INTO THIS AGREEMENT, EXECUTIVE WILL NOT RESCIND OR OTHERWISE
BREACH AN EMPLOYMENT AGREEMENT OR OTHER AGREEMENT WITH EXECUTIVE'S CURRENT
EMPLOYER PRIOR TO THE NATURAL EXPIRATION DATE OF SUCH AGREEMENT.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL ALTER THE
EXECUTIVE'S RIGHTS TO (I) ANY GRANT OF RSUS OR OTHER EQUITY INTERESTS, OR THE
VESTING RIGHTS OR CONDITIONS OF TERMINATION AND/OR EXPIRATION THEREOF, GRANTED
IN ANY PRIOR AGREEMENT (INCLUDING, WITHOUT LIMITATION, THE RIGHTS GRANTED TO
EXECUTIVE UNDER THAT CERTAIN RESTRICTED SHARES GRANT AND SHAREHOLDERS' AGREEMENT
DATED AS OF MAY 5, 2003, AS AMENDED FROM TIME TO TIME), OR (II) THE PAYMENT