AND (III) THE
COMPANY'S 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