THROUGH MARCH 31, 2008; OPTIONS FOR AN
ADDITIONAL 125,000 SHARES SHALL VEST ON MARCH 31, 2009, PROVIDED THE EXECUTIVE
REMAINS CONTINUOUSLY EMPLOYED BY THE COMPANY THROUGH MARCH 31, 2009; AND OPTIONS
FOR ALL REMAINING SHARES SHALL VEST ON MARCH 31, 2010,
PROVIDED THE EXECUTIVE
REMAINS CONTINUOUSLY EMPLOYED BY THE COMPANY THROUGH MARCH 31, 2010.
THE
OPTIONS SHALL BE SUBJECT TO THE TERMS OF THE PLAN AND THE TERMS AND CONDITIONS
OF THE COMPANY'S STANDARD FORM OF OPTION GRANT AGREEMENTS TO BE ENTERED INTO
BETWEEN THE COMPANY AND THE EXECUTIVE AS A CONDITION OF GRANT OF THE OPTIONS.
5.
EXPENSES; VACATIONS.
THE EXECUTIVE SHALL BE ENTITLED TO
REIMBURSEMENT FOR REASONABLE TRAVEL AND OTHER OUT-OF-POCKET EXPENSES NECESSARILY
INCURRED IN THE PERFORMANCE OF
3
HIS DUTIES HEREUNDER, UPON SUBMISSION AND APPROVAL OF WRITTEN STATEMENTS AND
BILLS IN ACCORDANCE WITH THE THEN REGULAR PROCEDURES OF THE COMPANY.
THE
EXECUTIVE SHALL BE ENTITLED TO FOUR WEEKS PAID VACATION PER CALENDAR YEAR, WITH
SUCH VACATION TO BE SCHEDULED AND TAKEN IN ACCORDANCE WITH THE COMPANY'S
STANDARD VACATION POLICIES.
UP TO TWO (2) WEEKS ACCRUED BUT UNUSED VACATION
TIME MAY BE CARRIED FORWARD FROM YEAR TO YEAR; PROVIDED, HOWEVER, IN NO EVENT
SHALL MORE THAN AN AGGREGATE OF SIX (6) WEEKS OF UNUSED VACATION TIME BE ACCRUED
DURING THE EMPLOYMENT TERM.
6.
REPRESENTATIONS AND WARRANTIES OF THE COMPANY.
THE COMPANY
REPRESENTS AND WARRANTS TO, AND AGREES WITH, THE EXECUTIVE THAT (I) PURSUANT TO
THE DELAWARE GENERAL CORPORATION LAW, THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED TO DATE (THE "CHARTER"), PROVIDES FOR INDEMNIFICATION
OF OFFICERS AND DIRECTORS OF THE COMPANY AND THAT SO LONG AS THE EXECUTIVE
SERVES AS AN EXECUTIVE OFFICER OF THE COMPANY, UNLESS REQUIRED BY APPLICABLE LAW
THE CHARTER WILL NOT BE AMENDED TO LIMIT SUCH INDEMNIFICATION WITHOUT THE
WRITTEN CONSENT OF THE EXECUTIVE AND (II) THE COMPANY MAINTAINS AN OFFICERS AND
DIRECTORS LIABILITY INSURANCE POLICY WHICH INSURES THE EXECUTIVE (SUBJECT TO THE
LIMITATIONS CONTAINED THEREIN) AND WILL MAINTAIN SUCH A POLICY FOR SO LONG AS
THE EXECUTIVE SERVES AS AN EXECUTIVE OFFICER OF THE COMPANY.
7.
DEVELOPMENTS.
ALL DEVELOPMENTS, INCLUDING INVENTIONS, WHETHER
PATENTABLE OR OTHERWISE, TRADE SECRETS, DISCOVERIES, IMPROVEMENTS, IDEAS AND
WRITINGS WHICH RELATE TO OR MAY BE USEFUL IN THE BUSINESS OF THE COMPANY, AND
WHICH THE EXECUTIVE, EITHER BY HIMSELF OR IN CONJUNCTION WITH ANY OTHER PERSON
OR PERSONS, HAS CONCEIVED, MADE, DEVELOPED, ACQUIRED OR ACQUIRED KNOWLEDGE OF
WHILE ENGAGED IN ANY ACTIVITY ON BEHALF OF OR WHILE ACTING FOR THE COMPANY
DURING THE COURSE OF HIS EMPLOYMENT BY THE COMPANY (THE "DEVELOPMENTS"), SHALL,
ON AND AFTER THE START OF THE EMPLOYMENT TERM, BECOME THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY.
THE EXECUTIVE HEREBY ASSIGNS, TRANSFERS AND CONVEYS,
AND AGREES TO SO ASSIGN, TRANSFER AND CONVEY TO THE COMPANY, ALL OF HIS RIGHT,
TITLE AND INTEREST IN AND TO ANY AND ALL SUCH DEVELOPMENTS AND TO DISCLOSE IN
WRITING TO THE BOARD, AS SOON AS PRACTICABLE, ALL DEVELOPMENTS THAT HE BELIEVES
IN HIS GOOD FAITH JUDGMENT MAY BE OF MATERIAL