CRIME WHICH
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CONSTITUTES A FELONY IN THE JURISDICTION INVOLVED; OR (VII) ABUSE OF ALCOHOL OR
DRUGS (LEGAL OR ILLEGAL) THAT, IN THE BOARD OF DIRECTOR'S REASONABLE JUDGMENT,
MATERIALLY IMPAIRS EXECUTIVE'S ABILITY TO PERFORM EXECUTIVE'S DUTIES.
B.
"CHANGE OF CONTROL" MEANS (I) AFTER THE
DATE HEREOF, ANY "PERSON" (AS SUCH TERM IS USED IN SECTIONS 13(D) AND 14(D) OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT")) BECOMES
THE "BENEFICIAL OWNER" (AS DEFINED IN RULE 13D-3 UNDER THE EXCHANGE ACT),
DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE COMPANY REPRESENTING 50% OR MORE OF
THE TOTAL VOTING POWER REPRESENTED BY THE COMPANY'S THEN OUTSTANDING VOTING
SECURITIES; OR (II) THE DATE OF THE CONSUMMATION OF A MERGER OR CONSOLIDATION OF
THE COMPANY WITH ANY OTHER CORPORATION OR ENTITY THAT HAS BEEN APPROVED BY THE
STOCKHOLDERS OF THE COMPANY, OTHER THAN A MERGER OR CONSOLIDATION THAT WOULD
RESULT IN THE VOTING SECURITIES OF THE COMPANY OUTSTANDING IMMEDIATELY PRIOR
THERETO CONTINUING TO REPRESENT MORE THAN FIFTY PERCENT (50%) OF THE TOTAL
VOTING POWER REPRESENTED BY THE VOTING SECURITIES OF THE COMPANY OR SUCH
SURVIVING ENTITY OUTSTANDING IMMEDIATELY AFTER SUCH MERGER OR CONSOLIDATION, OR
(III) THE DATE OF THE CONSUMMATION OF THE SALE OR DISPOSITION OF ALL OR
SUBSTANTIALLY ALL OF THE COMPANY'S ASSETS.
C.
"GOOD REASON" MEANS, WITHOUT
EXECUTIVE'S CONSENT, (I) A MATERIAL AND ADVERSE CHANGE IN EXECUTIVE'S DUTIES
(EXCLUDING ANY CHANGES IN SUCH DUTIES RESULTING FROM THE COMPANY BECOMING
PART OF A LARGER ENTITY PURSUANT TO A CHANGE OF CONTROL) OR BASE SALARY, OR
(II) EXECUTIVE BEING REQUIRED TO RELOCATE TO AN OFFICE LOCATION MORE THAN 50
MILES FROM EXECUTIVE'S CURRENT OFFICE IN AUSTIN, TEXAS. SHOULD EXECUTIVE BE
REQUIRED AND AGREE TO RELOCATE FROM CURRENT OFFICE IN AUSTIN, TEXAS, ALL
REASONABLE MOVING EXPENSES TO RELOCATE EXECUTIVE'S OFFICE AND PRIVATE RESIDENCE
SHALL BE PAID FOR AND BILLED DIRECTLY TO COMPANY.
8.
EMPLOYMENT, CONFIDENTIAL INFORMATION
AND INVENTION ASSIGNMENT AGREEMENT. AS A CONDITION OF EXECUTIVE'S EMPLOYMENT,
EXECUTIVE SHALL COMPLETE, SIGN AND RETURN THE COMPANY'S STANDARD FORM OF
PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT (THE "PIIA").
9.
NON-CONTRAVENTION. EXECUTIVE REPRESENTS
TO THE COMPANY THAT EXECUTIVE'S SIGNING OF THIS AGREEMENT, THE PIIA, THE
ISSUANCE OF STOCK OPTIONS TO EXECUTIVE, AND EXECUTIVE'S COMMENCEMENT OF
EMPLOYMENT WITH THE COMPANY DOES NOT VIOLATE ANY AGREEMENT EXECUTIVE HAS WITH
EXECUTIVE'S PREVIOUS EMPLOYER AND EXECUTIVE'S SIGNATURE CONFIRMS THIS
REPRESENTATION.
10.
CONFLICTING EMPLOYMENT. EXECUTIVE AGREES
THAT, DURING THE TERM OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND DURING THE
SEVERANCE PERIOD, EXECUTIVE WILL NOT ENGAGE IN ANY OTHER EMPLOYMENT, OCCUPATION,
CONSULTING OR OTHER BUSINESS ACTIVITY COMPETITIVE WITH OR DIRECTLY RELATED TO
THE BUSINESS IN WHICH THE COMPANY IS NOW INVOLVED OR BECOMES INVOLVED DURING THE
TERM OF EXECUTIVE'S EMPLOYMENT, NOR WILL EXECUTIVE ENGAGE IN ANY OTHER
ACTIVITIES THAT CONFLICT WITH EXECUTIVE'S OBLIGATIONS TO THE COMPANY. EXECUTIVE
ACKNOWLEDGES THAT COMPLIANCE WITH THE OBLIGATIONS OF THIS PARAGRAPH IS A
CONDITION TO EXECUTIVE'S RIGHT TO RECEIVE THE SEVERANCE PAYMENTS SET FORTH IN
PARAGRAPH 5 ABOVE.
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11.
NONSOLICITATION. FROM THE DATE OF THIS
AGREEMENT