ENCOURAGE, SOLICIT OR
INDUCE ANY CLIENT, ACCOUNT, CUSTOMER, LICENSEE OR OTHER BUSINESS RELATION OF THE
COMPANY OR ANY SUBSIDIARY THEREOF TO CEASE DOING BUSINESS WITH OR REDUCE THE
AMOUNT OF BUSINESS CONDUCTED WITH (INCLUDING BY PROVIDING SIMILAR SERVICES OR
PRODUCTS TO ANY SUCH PERSON) THE COMPANY OR SUCH SUBSIDIARY, OR IN ANY WAY
INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH CLIENT, ACCOUNT, CUSTOMER,
LICENSEE OR BUSINESS RELATION AND THE COMPANY OR SUCH SUBSIDIARY.
(Q)
"PERSON" SHALL MEAN ANY INDIVIDUAL, CORPORATION, PARTNERSHIP,
LIMITED LIABILITY COMPANY, JOINT VENTURE, ASSOCIATION, JOINT-STOCK COMPANY,
TRUST (CHARITABLE OR NON-CHARITABLE), UNINCORPORATED ORGANIZATION OR OTHER FORM
OF BUSINESS ENTITY.
(R)
"PLAN" SHALL MEAN THE COMPANY'S 2000 STOCK INCENTIVE COMPENSATION
PLAN.
(S)
"PROPRIETARY INFORMATION AGREEMENT" SHALL MEAN THE COMPANY'S
STANDARD FORM OF EMPLOYEE CONFIDENTIALITY AND INVENTIONS ASSIGNMENT AGREEMENT.
(T)
"RESTRICTED AREA" MEANS, DURING EMPLOYEE'S EMPLOYMENT HEREUNDER,
ANY STATE OF THE UNITED STATES OF AMERICA OR ANY OTHER JURISDICTION IN WHICH THE
COMPANY OR ITS SUBSIDIARIES ENGAGE (OR HAVE COMMITTED PLANS TO ENGAGE) IN
BUSINESS OR, FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT, ANY JURISDICTION IN
WHICH THE COMPANY OR ITS SUBSIDIARIES WERE ENGAGED IN BUSINESS AT THE TIME OF
SUCH TERMINATION OR IN WHICH THEY HAVE COMMITTED AT THE TIME OF SUCH TERMINATION
TO BE ACTIVELY ENGAGED WITHIN FOUR YEARS OF SUCH TERMINATION.
(U)
"RESTRICTED PERIOD" SHALL MEAN THE PERIOD COMMENCING ON THE
COMMENCEMENT DATE AND ENDING ON THE TWELVE (12) MONTH ANNIVERSARY OF EMPLOYEE'S
TERMINATION OF EMPLOYMENT HEREUNDER FOR ANY REASON.
(V)
"TARGET BONUS" SHALL HAVE THE MEANING SET FORTH IN
SECTION 4(B) BELOW.
SECTION 2.
ACCEPTANCE AND TERM OF EMPLOYMENT.
The Company agrees to employ Employee and Employee agrees to serve the Company
on the terms and conditions set forth herein.
It is understood and agreed by
the Company and Employee that this Agreement does not contain any promise or
representation concerning the duration of Employee's employment with the
Company.
Employee specifically acknowledges that his employment with the
Company is "at-will" and may be terminated by Employee or the Company at any
time pursuant to Section 8 below.
SECTION 3.
POSITION, DUTIES AND RESPONSIBILITIES; PLACE OF
PERFORMANCE.
(A)
EMPLOYEE SHALL BE EMPLOYED AND SERVE AS THE PRESIDENT AND CHIEF
EXECUTIVE OFFICER OF THE COMPANY (TOGETHER WITH SUCH OTHER POSITION OR POSITIONS
CONSISTENT WITH
5
EMPLOYEE'S TITLE AS THE BOARD SHALL SPECIFY FROM TIME TO TIME) AND SHALL HAVE
SUCH DUTIES TYPICALLY ASSOCIATED WITH SUCH TITLE.
SUBJECT TO THE FOREGOING,
EMPLOYEE ALSO AGREES TO SERVE AS AN OFFICER AND/OR DIRECTOR OF THE COMPANY OR
ANY PARENT OR SUBSIDIARY OF THE COMPANY, AS SPECIFIED BY THE BOARD, IN EACH CASE
WITHOUT ADDITIONAL COMPENSATION.
EMPLOYEE SHALL REPORT DIRECTLY AND EXCLUSIVELY
TO THE BOARD.
IN ADDITION, THE COMPANY SHALL PROMPTLY APPOINT EMPLOYEE TO THE
BOARD AND THEREAFTER NOMINATE EMPLOYEE AS A NOMINEE FOR ELECTION TO THE BOARD
AND SOLICIT PROXIES FOR HIS ELECTION FOR SO LONG AS HE CONTINUES TO SERVE AS
PRESIDENT AND CHIEF EXECUTIVE OFFICER.
(B)
SUBJECT TO THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT,
EMPLOYEE SHALL DEVOTE