AGREEMENT, SHALL MEAN (A) THE WILLFUL
ENGAGEMENT BY YOU IN MISCONDUCT THAT IS DEMONSTRABLY INJURIOUS TO THE COMPANY
(MONETARILY OR OTHERWISE) OR ITS REPUTATION, (B) YOUR MATERIAL BREACH OF THIS
AGREEMENT OR THE SEPARATION AGREEMENT OR (C) YOUR CONVICTION OF, OR PLEADING
GUILTY OR NOLO CONTENDERE TO, A FELONY OR A CRIME INVOLVING MORAL TURPITUDE.
(III)
WITHOUT CAUSE.
THE COMPANY MAY TERMINATE YOUR ENGAGEMENT
HEREUNDER AT ANY TIME WITHOUT CAUSE.
(IV)
VOLUNTARY RESIGNATION.
YOU MAY VOLUNTARILY TERMINATE YOUR
ENGAGEMENT HEREUNDER AT ANY TIME.
(V)
ADDITIONAL RELEASE.
YOUR ENGAGEMENT HEREUNDER SHALL AUTOMATICALLY
TERMINATION IN THE EVENT THAT THE ADDITIONAL RELEASE (AS DEFINED IN THE
SEPARATION AGREEMENT) DOES NOT BECOME EFFECTIVE IN ACCORDANCE WITH ITS TERMS.
(B)
IN THE EVENT THAT YOUR ENGAGEMENT HEREUNDER BY THE COMPANY SHALL
TERMINATE FOR ANY REASON, EXCEPT AS OTHERWISE SET FORTH IN THIS AGREEMENT, THE
COMPANY'S SOLE OBLIGATION UNDER THE AGREEMENT SHALL BE TO PAY TO YOU ANY EARNED
BUT UNPAID PORTION OF THE CONSULTING FEE THROUGH THE DATE OF TERMINATION AND AN
AMOUNT EQUAL TO SUCH REASONABLE AND NECESSARY UNREIMBURSED BUSINESS EXPENSES
INCURRED BY YOU ON BEHALF OF COMPANY ON OR PRIOR TO THE DATE OF TERMINATION.
(C)
IN THE EVENT THAT THE COMPANY TERMINATES YOUR ENGAGEMENT HEREUNDER
WITHOUT CAUSE IN ACCORDANCE WITH THE PROVISIONS OF SECTION 3(A)(III) HEREOF, YOU
SHALL BE ENTITLED TO CONTINUATION OF YOUR CONSULTING FEE UNTIL JUNE 30, 2006;
PROVIDED, HOWEVER, THAT YOU COMPLY WITH YOUR OBLIGATIONS UNDER SECTIONS 3(D), 4,
5, 6 AND 7 HEREOF.
2
(D)
UPON TERMINATION OF YOUR ENGAGEMENT HEREUNDER WITH THE COMPANY FOR
ANY REASON, YOU AGREE (I) TO RESIGN FROM ALL DIRECTORSHIPS AND OTHER OFFICES
THAT YOU MAY HOLD IN CONNECTION WITH YOUR PRIOR EMPLOYMENT WITH THE COMPANY
(INCLUDING ANY DIRECTORSHIPS WITH SUBSIDIARIES OR OTHER AFFILIATES OF THE
COMPANY) AND (II) TO EXECUTE A GENERAL RELEASE AND WAIVER, WAIVING ALL CLAIMS
YOU MAY HAVE AGAINST THE COMPANY, ITS AFFILIATES (INCLUDING PARENT) AND THEIR
RESPECTIVE SUCCESSORS, ASSIGNS, EMPLOYEES, OFFICERS, DIRECTORS, CONSULTANTS,
PARTNERS AND SHAREHOLDERS.
4.
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
(A)
ASSIGNMENT.
YOU HEREBY ASSIGN ALL OF YOUR RIGHTS, TITLE AND
INTEREST TO AND IN ALL INTELLECTUAL PROPERTY RIGHTS (AS DEFINED BELOW)
CONCEIVED, DEVELOPED, INVENTED, MADE BY YOU OR OTHERWISE OWNED BY YOU AT ANY
TIME DURING YOUR EMPLOYMENT OR ENGAGEMENT BY THE COMPANY AND DIRECTLY OR
INDIRECTLY RELATING TO THE COMPANY'S BUSINESS AND YOU AGREE AND ACKNOWLEDGE
THAT, ON THE DATE HEREOF, SUCH RIGHTS TO AND IN SUCH INTELLECTUAL PROPERTY
RIGHTS SHALL BECOME THE SOLE PROPERTY OF, AND BELONG TO, THE COMPANY.
(B)
INTELLECTUAL PROPERTY RIGHTS.
FOR THE PURPOSES OF THIS AGREEMENT,
THE TERM "INTELLECTUAL PROPERTY RIGHT" SHALL MEAN ALL PROPRIETARY AND OTHER
RIGHTS IN AND TO: (I) TRADEMARKS, SERVICE MARKS, BRAND NAMES, CERTIFICATION
MARKS, TRADE DRESS, ASSUMED NAMES, TRADE NAMES AND OTHER INDICATIONS OF ORIGIN;
(II) PATENTS, INVENTORS' CERTIFICATES AND INVENTION DISCLOSURES; (III) TRADE
SECRETS AND OTHER CONFIDENTIAL OR NON-PUBLIC BUSINESS INFORMATION, INCLUDING
IDEAS, FORMULAE, COMPOSITIONS, INVENTIONS, DISCOVERIES AND IMPROVEMENTS,
KNOW-HOW, MANUFACTURING AND PRODUCTION PROCESSES AND TECHNIQUES, AND RESEARCH
AND DEVELOPMENT INFORMATION (WHETHER