EMPLOYMENT AGREEMENT

     This EMPLOYMENT AGREEMENT, dated as of ______ __, 2003, is by and between ______(the “Executive”) and Digene Corporation, a Delaware corporation (the “Company”). The Executive and the Company agree as follows:

          1.   Employment. The Company hereby employs the Executive and the Executive hereby accepts employment with the Company, upon the terms and conditions hereinafter set forth.

          2.   Term. Subject to the provisions for earlier termination as provided herein, the term of this Agreement will be for a period beginning on ______ __, 2003 and ending as set forth in the following sentence. The Compensation Committee (the “Compensation Committee”) of the Company’s Board of Directors (the “Board”) shall be entitled to terminate this Agreement at any time by causing the Company to provide written notice to the Executive at least twenty-four (24) months in advance of the termination date. The period of the Executive’s employment under this Agreement, as it may be terminated as provided herein, is hereinafter referred to as the “Term.” The termination of this Agreement in accordance with this Section 2 shall not be a termination as set forth in Section 5 hereof and shall not entitle the Executive to receive any severance or other payments as provided for in Section 6 hereof.

          3.   Duties and Responsibilities. The Executive shall perform such duties and functions as the Board may from time to time determine which are consistent with the positions as set forth on Annex A, a copy of which is attached hereto and the terms of which are incorporated by reference herein, shall comply with the policies and reasonable directions of the Board and shall discharge his responsibilities in a competent and faithful manner, consistent with sound business practices. The Executive and the Company may amend Annex A from time to time to document changes to the positions described therein.

          During the Term of this Agreement, the Executive shall devote all of his business time, attention and energies to the performance of his duties for the business of the Company, except to the extent that the Board may specifically approve any outside interests; provided that the first part of this sentence shall not preclude the Executive from (a) participating in civic duties, (b) serving as a member of the board of directors of any other company if the Company consents in writing to such service (such consent not to be unreasonably withheld), (c) delivering lectures, fulfilling speaking engagements or teaching at educational institutions, or (d) managing the Executive’s personal investments, in each such case to the extent that such activities do not materially impair the Executive’s ability to perform the Executive’s duties hereunder. All current activities of the Executive as of the date of this Agreement described in the proviso of the prior sentence are approved. The Executive shall not, directly or indirectly, without the approval of the Board, engage or become financially interested in any other business activity which, in the reasonable judgment of the Board, conflicts with the duties of the Executive hereunder, whether or not such activity is pursued for gain, profit or pecuniary advantage.

          The Company shall use its best efforts to cause the Executive to be a member of its Board during the term of the Executive’s employment hereunder and to cause him to be

 


 

nominated by the Board for election as a director at every stockholders’ meeting held during the Executive’s employment hereunder at which his term as a director would otherwise expire. The Executive shall not be entitled to compensation for services as a director.

          4.   Compensation.

 

 

 

        (a) Base Salary. During the Term, the Executive shall receive from the Company (or, at the Company’s option, any subsidiary or affiliate thereof) an annual base salary for services rendered hereunder in the amount specified on Annex A, payable not less frequently than semi-monthly consistent with the regular practices of the Company. The Executive’s base salary shall be reviewed annually by the Compensation Committee and shall be subject to change at the option and sole discretion of the Compensation Committee. The Company may amend Annex A from time to time to document any such change.

 

 

 

        (b) Bonus. The Executive shall be entitled to receive, as additional compensation, an annual cash bonus determined in accordance with the Company’s executive bonus plan and approved by the Compensation Committee in its sole discretion.

 

 

 

        (c) Other Benefits. The Executive shall, in addition to the other compensation described in this Section 4, be entitled to participate in such employee benefit plans or programs of the Company and shall be entitled to such other fringe benefits as are from time to time made available by the Company generally to employees of the Executive’s position, tenure, salary, age, health and other qualifications (including, but not limited to, any profit-sharing, stock option, incentive, pension, health insurance, major medical insurance and group life insurance plans in accordance with the terms of such plans), all as determined from time to time by the Compensation Committee. To the extent available at reasonable cost, the Company will use its best efforts to promptly obtain and maintain appropriate directors and officers liability insurance (“D&O”); if the Company determines that it cannot obtain appropriate D&O, it will promptly so notify the Executive in writing, but in no event later than sixty (60) days after such determination. The Executive acknowledges and agrees that the Company does not guarantee the adoption or continuance of any particular employee benefit plan or program or other fringe benefit during the Term, and participation by the Executive in any such plan or program shall be subject to the rules and regulations applicable thereto.

 

 

 

        (d) Reimbursement for Expenses. The Company shall reimburse the Executive, in a manner consistent with the regular practices of the Company, for any and all reasonable and necessary business expenses incurred by the Executive in connection with the performance of his duties, upon presentation of proper vouchers by the Executive to support said expenses.

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          5.   Termination. The Executive’s employment by the Company hereunder shall terminate on the occurrence of:

 

 

 

        (a) Disability or Death. In the event of the Executive’s death during the Term, the Executive’s employment shall be deemed to terminate on the date of the Executive’s death. In the event of the Executive’s Disability during the Term, the Company, at its option, may terminate the employment of the Executive under this Agreement immediately by giving the Executive written notice to that effect. For the purpose hereof, the term “Disability” shall mean disability as defined in the Company’s Long-Term Disability Plan or, if the Company does not have such a plan, the Executive’s physical or mental inability to perform his essential duties and responsibilities hereunder, with reasonable accommodation, for a period of at least ninety (90) consecutive days. Disability shall be determined by the Compensation Committee or its designee. In the case of Disability, until the Company terminates the Executive’s employment hereunder in accordance with the foregoing, the Executive shall be entitled to receive compensation provided for herein notwithstanding any such physical or mental inability to perform his duties hereunder.

 

 

 

        (b) Termination for Cause. The Company may, with the approval of a majority of the Board, terminate the employment of the Executive hereunder at any time during the Term and effective immediately for “justifiable cause” (a “Termination for Cause”) by giving Executive written notice of such Termination for Cause. For the purposes of the Agreement, the term “justifiable cause” means: (i) the Executive’s conviction of a felony (which, through lapse of time or otherwise, is not subject to appeal); (ii) the Executive’s willful and substantial misconduct; (iii) the Executive’s repeated, after written notice from the Company and a reasonable opportunity to cure, neglect of duties or failure to act which can reasonably be expected to affect materially and adversely the business or affairs of the Company or any subsidiary or affiliate; (iv) except in the normal course of business in the performance of his duties, any material disclosure by the Executive to any person, firm or corporation other than the Company, its subsidiaries and its and their directors, officers, employees or professional advisors, of any confidential information or trade secret of the Company or any of its subsidiaries; (v) the Executive’s repeated pursuit, after written notice from the Company and a reasonable opportunity to cure, of activities or personal or professional conduct or action that in the sole judgment of the Board is contrary to the best interests of the Company; (vi) any material breach by the Executive of this Agreement or, to the extent applicable, the Non Competition, Non Disclosure and Developments Agreement between the Executive and the Company; (vii) any conduct or action by the Executive prohibited under the policies of the Company, including, but not limited to, policies regarding sexual harassment, insider trading, corporate disclosure, substance abuse and conflicts of interest; or (viii) the engaging by the Executive in any business other than the business of the Company and its subsidiaries which, in the sole judgment of the Board, interferes with the performance of his duties hereunder.

 

 

 

        (c) Termination Without Cause. The Company may terminate the employment of the Executive hereunder at any time without “justifiable cause” (a

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“Termination Without Cause”) by giving the Executive written notice of such termination at least thirty (30) days prior to the effective date of such termination.

 

 

 

        (d) Voluntary Termination. Any termination of employment of the Executive hereunder, otherwise than as a result of death, Disability, a Termination for Cause or a Termination Without Cause will be deemed to be a “Voluntary Termination.” A Voluntary Termination will be deemed to be effective immediately upon such termination.

          6.   Effect of Termination of Employment.

 

 

 

        (a) Voluntary Termination; Termination for Cause. Upon termination of the Executive’s employment hereunder pursuant to a Voluntary Termination or a Termination for Cause, neither the Executive nor his beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive: (i) the unpaid portion of his then-current base salary provided for in Section 4(a) hereof, computed on a pro rata basis to the date of termination; (ii) payment of his accrued but unpaid rights (including accrued vacation time) in accordance with the terms of any incentive compensation, stock option, retirement, employee welfare or other employee benefit plans or programs of the Company in which the Executive is then participating in accordance with Section 4(b) or Section 4(c) hereof; and (iii) reimbursement for any unreimbursed expenses as provided in Section 4(d) hereof. Nothing in this Agreement shall restrict or limit the right of the Compensation Committee or the Board to determine whether the forfeiture provisions of any of the Company’s stock option or incentive compensation plans apply to vested stock options or stock awards held by the Executive at the time of such termination for cause.

 

 

 

        (b) Termination Without Cause. Upon termination of the Executive’s employment hereunder pursuant to a Termination Without Cause, neither the Executive nor his beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive: (i) the payment and other rights provided for in Section 6(a) hereof; (ii) severance payments in the form of semi-monthly payment of the Executive’s then-current base salary for a period of twenty-four (24) months following the effective date of such termination; (iii) monthly payments of the Pro-Rata Bonus Amount (as defined below) for a period of twenty-four (24) months following the effective date of such termination; and (iv) continuation of the health care benefits coverage to which the Executive is entitled under Section 4(c) hereof over the twenty-four (24) month period described in clause (iii) above, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations, but excluding any applicable tax consequences for the Executive) as in effect for officers of the Company generally during such period. For purposes of this Agreement, “Pro-Rata Bonus Amount” shall mean one twenty-fourth (1/24) of (x) the portion of the Executive’s annual bonus, as determined by the Compensation Committee, applicable to that portion of the year arising prior to termination of this Agreement in the year in which such Termination Without Cause occurs, plus the greater of (y) the most recent annual cash bonus paid to the Executive

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prior to the date of his termination or (z) the average of the three most recent annual cash bonuses paid to the Executive prior to the date of his termination.

 

 

 

        (c) Death or Disability. Upon termination of the Executive’s employment hereunder as a result of death or Disability, neither the Executive nor his beneficiaries or estate will have any further rights or claims against the Company under this Agreement except the right to receive: (i) the payment and other rights provided for in Section 6(a) hereof; (ii) in the case of death only, a lump sum payment equal to the Executive’s annual base salary as in effect on the date of death; and (iii) in the case of Disability only, continuation of health care benefits coverage to which the Executive is entitled under Section 4(c) hereof for the twelve (12) month period following the effective date of such termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations, but excluding any applicable tax consequences for the Executive) as in effect for officers of the Company generally during such period; provided, however that nothing in this Section 6(c) shall provide any additional benefits or coverage than that in effect for officers of the Company during such period under the Company’s Long-Term Disability Plan.

 

 

 

        (d) Forfeiture of Rights. In the event that, subsequent to termination of employment hereunder, the Executive (i) breaches any of the provisions of Sections 7, 8 or 9 hereof or (ii) directly or indirectly makes or facilitates the making of any adverse public statements or disclosures with respect to the business or securities of the Company, all payments and benefits to which the Executive may otherwise be entitled pursuant to Section 6(a), 6(b) or 6(c) hereof shall immediately terminate and be forfeited, and any portion of such amounts as may have been paid to the Executive shall forthwith be returned to the Company.

          7.   Confidentiality. Except in the normal course of business in the performance of his duties, the Executive shall not, during the Term of this Agreement, or at any time following the end of the Term of this Agreement, directly or indirectly, disclose or permit to be known, to any person, firm or corporation, any confidential information acquired by him during the course of, or as an incident to, his employment hereunder, relating to the Company, the directors of the Company, or any client of the Company, including, but not limited to, the business affairs of each of the foregoing. Such confidential information shall include, but shall not be limited to, proprietary technology, trade secrets, patented processes, research and development data, know-how, formulae, pricing policies, the substance of agreements with customers and others, and arrangements, customer lists and any other documents embodying such confidential information.

          All information and documents relating to the Company shall be the exclusive property of the Company, and the Executive shall use his best efforts to prevent any publication or disclosure thereof. Upon termination of Executive’s employment with the Company, all documents records, reports, writings and other similar documents containing confidential information then in the Executive’s possession or control shall be returned to and left with the Company.

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          8.   Restrictive Covenant.

 

 

 

        (a) The Executive hereby acknowledges and recognizes that, during the Term, the Executive will be privy to trade secrets and confidential proprietary information critical to the Company’s business and, accordingly the Executive agrees that, in consideration of the benefits to be received by him hereunder, the Executive will not, from and after the date hereof until the second anniversary of the termination of the Term, (i) directly or indirectly engage in the development, production, marketing or sale of products that compete (or, upon commercialization, would compete) with products of the Company being developed (so long as such development has not been abandoned), produced, marketed or sold at the time of the Executive’s termination (hereinafter a “Competing Business”) whether such engagement shall be as an owner, partner, investor, employee, officer, director, affiliate or other participant in any Competing Business; (ii) assist others in engaging in any Competing Business in the manner described in clause (i) above; or (iii) induce other employees of the Company or any subsidiary thereof to terminate their employment with the Company or any subsidiary thereof or engage in any Competing Business. The ownership of not more than 5% of the stock of any entity having a class of equity securities actively traded on a national securities exchange or on the Nasdaq Stock Market or any minority interest in any private entity shall not be deemed, in and of itself, to violate the prohibitions of this Section 8(a).

 

 

 

        (b) During the Term of the Executive’s employment hereunder and for five (5) years thereafter, the Executive shall not disparage, deprecate, or make any comments or take any other actions, directly or indirectly, that will reflect adversely on the Company or its officers, directors, employees or agents or adversely affect their business reputation or goodwill.

 

 

 

        (c) The Executive understands that the foregoing restrictions may limit the ability of the Executive to earn a livelihood in a business similar to the business of the Company, but nevertheless believes that the Executive has received and will receive sufficient consideration and other benefits, as an employee of the Company and as otherwise provided herein, to justify such restrictions which, in any event (given the education, skills and ability of the Executive), the Executive believes would not prevent the Executive from earning a living.

 

 

 

        (d) If any portion of the restrictions set forth in this Section 8 should, for any reason whatsoever, be declared invalid by a court of competent jurisdiction, the validity or enforceability of the remainder of such restrictions shall not thereby be adversely affected. The Executive declares that the territorial, time limitations and scope of activities restricted as set forth in this Section 8 are reasonable and properly required for the adequate protection of the business of the Company. In the event that any such territorial, time limitation and scope of activities restricted is deemed to be unreasonable by a court of competent jurisdiction, the Company and the Executive agree to the reduction of the territorial, time limitation or scope to the area or period which such court shall have deemed reasonable.

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        (e) The existence of any claim or cause of action by the Executive against the Company shall not constitute a defense to the enforcement by the Company of the foregoing restrictive covenants, but such claim or cause of action shall be litigated separately.

          9.   Company Right to Inventions. The Executive will promptly disclose, grant and assign to the Company, for its sole use and benefit (including its subsidiaries) any and all inventions, improvements, technical information and suggestions in any way relating to the business of the Company which the Executive may develop or acquire during the Term (whether or not during usual working hours), together with all patent applications, letters patent, copyrights and reissues thereof that may at any time be granted for or upon any such invention, improvement or technical information. In connection therewith: (i) the Executive shall, without charge, but at the expense of the Company, promptly at all times hereafter execute and deliver such applications, assignments, descriptions and other instruments as may be necessary or proper in the opinion of the Company to vest title to any such inventions, improvements, technical information, patent applications, patents, copyrights or reissues thereof in the Company and to enable it to obtain and maintain the entire right and title thereto throughout the world; and (ii) the Executive shall render to the Company, at its expense (including a reasonable payment for the time involved in case the Executive is not then in its employ), all such assistance as it may require in the prosecution of applications of said patents, copyrights or reissues thereof, in the prosecution or defense of interferences which may be declared involving any said applications, patents or copyrights and in any litigation in which the Company may be involved relating to any such patents, inventions, improvements or technical information. The provisions of this Section 9 will survive any termination of this Agreement or the termination of the Executive’s employment with the Company.

          10.   Impact on Other Agreements. To the extent the provisions of Sections 7, 8 or 9 of this Agreement are similar to or duplicative of provisions contained in other agreements between the Executive and the Company, the provisions of this Agreement shall control; provided, however, that in the event the provisions of Section 7, 8 or 9 of this Agreement expire prior to similar provisions of any such other agreement, the provisions of such other agreement will continue to apply after expiration of the applicable terms of this Agreement.

          11.   Representations and Agreements of Executive. The Executive represents and warrants that he is free to enter into this Agreement and to perform the duties required hereunder, and that there are no employment contracts or understandings, restrictive covenants or other restrictions, whether written or oral, preventing the performance of his duties hereunder.

          12.   Enforcement. It is the desire and intent of the parties hereto that the provisions of this Agreement be enforceable to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought. Accordingly, to the extent that a restriction contained in this Agreement is more restrictive than permitted by the laws of any jurisdiction where this Agreement may be subject to review and interpretation, the terms of such restriction, for the purpose only of the operation of such restriction in such jurisdiction, will be the maximum restriction allowed by the laws of such jurisdiction and such restriction will be deemed to have been revised accordingly herein.

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          13.   Remedies; Survival.

 

 

 

        (a) The Executive acknowledges and understands that the provisions of the covenants contained in Sections 7, 8 and 9 hereof, the violation of which cannot be accurately compensated for in damages by an action at law, are of crucial importance to the Company, and that the breach or threatened breach of such provisions would cause the Company irreparable harm. In the event of a breach or threatened breach by the Executive of the provisions of Sections 7, 8 or 9 hereof, the Company will be entitled to seek an injunction restraining the Executive from such breach. Nothing herein contained will be construed as prohibiting the Company from pursuing any other remedies available for any breach or threatened breach of this Agreement.

 

 

 

        (b) Notwithstanding anything contained in this Agreement to the contrary, the provisions of Sections 6, 7, 8, 9, 10, 12 and 13 hereof will survive the expiration or other termination of this Agreement until, by their terms, such provisions are no longer operative.

          14.   Notices. Any notices required or permitted to be given hereunder shall be sufficient if in writing, and if delivered by hand, or sent by registered or certified mail, return receipt requested, or overnight delivery using a national courier service, or by facsimile or electronic transmission, with confirmation as to receipt, to the Company at the address set forth below and to the Executive at the address set forth in the personnel records of the Company, or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or mailing:

 

Digene Corporation
1201 Clopper Road
Gaithersburg, Maryland 20878

Attention: President

 

 

 

 

        with a copy to:

 

 

Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
Attention: Morris Cheston, Jr., Esquire

          15.   Severability. If any of the covenants contained in this Agreement, any part of any such covenant, are hereafter construed to be invalid or unenforceable, the same shall not affect the remainder of the covenant or covenants, or the remainder of the Agreement, which shall be given full effect, without regard to the invalid portions.

          16.   Non-Waiver. The waiver or breach of any term or condition of this Agreement shall not be deemed to constitute a waiver or breach of any other term or condition.

          17.   Entire Agreement. This Agreement, including Annex A hereto, constitutes the entire agreement of the parties with respect to its subject matter, and no

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modification or waiver of any provision hereof shall be valid unless it be in writing and signed by all of the parties hereto. Subject to Section 10 hereof, this Agreement supersedes all prior agreements or understandings between the parties with respect to the subject matter hereof, including, without limitation, that certain Employment Agreement, dated February 19, 2002, between the Executive and the Company and that certain Noncompetition, Nondisclosure and Developments Agreement, dated February 19, 2002, between the Company and the Executive.

          18.   Assignment. This Agreement and the rights and obligations of the parties hereto shall bind and inure to the benefit of any successor or successors by reorganization, merger or consolidation and any assignee of all or substantially all of its business and properties, but, except as to any such successor or assignee of the Company, neither this Agreement nor any rights or benefits hereunder may be assigned or transferred by either party without the prior written consent of the other party.

          19.   Binding Effect. This Agreement and all of the provisions hereof shall be binding upon the legal representatives, heirs, distributees, successors and assigns of the parties hereto.

          20.   Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without reference to principles of conflicts of laws.

          21.   Headings. The Section headings appearing in this Agreement are for purposes of easy reference and shall not be considered a part of this Agreement or in any way modify, amend, or affect its provisions.

          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

 

EXECUTIVE

 

 

_______________________________

 

 

DIGENE CORPORATION

 

 

By:_________________________________
Name:
Title:

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EX-10.4 6 w86196exv10w4.htm EXHIBIT 10.4

 

EXHIBIT 10.4

CHANGE IN CONTROL
EMPLOYMENT AGREEMENT

     This AGREEMENT by and between Digene Corporation (the “Company”), and ____________ (the “Employee”), is dated as of the ___ day of ______, 2003.

     The Board of Directors of the Company (the “Board”) has determined that it is in the best interests of the Company and its stockholders to assure that the Company and its subsidiaries will have the continued dedication of the Employee, notwithstanding the possibility, threat, or occurrence of a Change in Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Employee by virtue of the personal uncertainties and risks created by a threatened or pending Change in Control, to encourage the Employee’s full attention and dedication to the Company currently and in the event of any threatened or pending Change in Control, and to provide the Employee with compensation arrangements upon a Change in Control that provide the Employee with individual financial security and which are competitive with those of other comparably situated companies and, in order to accomplish these objectives, the Board has authorized the Company to enter into this Agreement.

     NOW, THEREFORE, the parties hereto, intending to be legally bound, agree as follows:

          1.     Effective Date.

                  (a)     The “Effective Date” shall be the first date during the “Change in Control Period” (as defined in Section 1(b)) on which a Change in Control occurs. Anything in this Agreement to the contrary notwithstanding, if the Employee’s employment with the Company is terminated prior to the date on which a Change in Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control or (ii) otherwise arose in connection with or anticipation of a Change in Control, then for all purposes of this Agreement the “Effective Date” shall mean the date immediately prior to the date of such termination.

                  (b)     The “Change in Control Period” is the period commencing on the date hereof and ending on the second anniversary of such date; provided, however, that commencing on the date one year after the date hereof, and on each annual anniversary of such date (such date and each annual anniversary thereof is hereinafter referred to as the “Renewal Date”), the Change in Control Period shall be automatically extended so as to terminate two years from such Renewal Date, unless at least 60 days prior to the Renewal Date the Company shall give notice that the Change in Control Period shall not be so extended.

          2.     Change in Control. For the purpose of this Agreement, a “Change in Control” shall mean:

                  (a)     The acquisition, directly or indirectly, other than from the Company, by any person, entity or “group” (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), excluding, for this purpose, the Company, its subsidiaries, and any employee benefit plan of the Company or its

 


 

subsidiaries which acquires beneficial ownership of voting securities of the Company) (a “Third Party”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of more than 50% of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; or

                  (b)     Individuals who, as of October 24, 2002, constitute the Board (the “Incumbent Directors”) cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent to such date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the Incumbent Directors who are directors at the time of such vote shall be, for purposes of this Agreement, an Incumbent Director; or

                  (c)     Consummation of (i) a reorganization, merger or consolidation, or (ii) a liquidation or dissolution of the Company or the sale of all or substantially all of the assets of the Company (whether such assets are held directly or indirectly) to a Third Party;

except that any event or transaction which would be a “Change of Control” under (a) or (c)(i) of this definition shall not be a “Change of Control” if persons who were the stockholders of the Company immediately prior to such event or transaction (other than the acquiror in the case of a reorganization, merger or consolidation), immediately thereafter, beneficially own more than 50% of the combined voting power of the Company’s or the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors.

          3.     Other Employment Agreement. The Employee and the Company have entered into an agreement, dated ______ __, 2003 (the “Employment Agreement”), which provides for certain benefits to be paid to the Employee upon certain terminations of Employee’s employment with the Company. Such Employment Agreement shall remain in full force and effect except that it shall be superceded by this Agreement during the Employment Period; provided, however, that, notwithstanding the foregoing, the authority of the Compensation Committee to end the period of employment under the Employment Agreement shall remain in full force and effect during the Employment Period, and the non-competition, non-solicitation and non-disparagement provisions of the Employment Agreement shall remain in full force and effect during the Employment Period and, if applicable, after the Date of Termination, in accordance with the provisions of the Employment Agreement.

          4.     Employment Period. The Company hereby agrees to continue the Employee in its employ, and the Employee hereby agrees to remain in the employ of the Company, for the period commencing on the Effective Date and ending on the second anniversary of such date (the “Employment Period”).

          5.     Terms of Employment.

                  (a)     Position and Duties.

                            (i)     During the Employment Period,

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                                      (A)     the Employee’s position (including status, offices, titles and reporting requirements), authority, duties and responsibilities shall be at least commensurate in all material respects with the most significant of those held, exercised and assigned at any time during the 90-day period immediately preceding the Effective Date, and

                                      (B)     the Employee’s services shall be performed at the location where the Employee was employed immediately preceding the Effective Date or any office or location less than forty (40) miles from such location.

                            (ii)     During the Employment Period, and excluding any periods of vacation and sick leave to which the Employee is entitled, the Employee agrees to devote reasonable attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Employee hereunder, to use the Employee’s reasonable best efforts to perform faithfully and efficiently such responsibilities. During the Employment Period it shall not be a violation of this Agreement for the Employee to

                                      (A)     serve on corporate, civic or charitable boards or committees,

                                      (B)     deliver lectures, fulfill speaking engagements or teach at educational institutions, and

                                      (C)     manage personal investments,

so long as such activities do not significantly interfere with the performance of the Employee’s responsibilities as an employee of the Company in accordance with this Agreement. It is expressly understood and agreed that to the extent that any such activities have been conducted by the Employee prior to the Effective Date, the continued conduct of such activities (or the conduct of activities similar in nature and scope thereto) subsequent to the Effective Date shall not thereafter be deemed to interfere with the performance of the Employee’s responsibilities to the Company.

                  (b)     Compensation.

                            (i)     Base Salary. During the Employment Period, the Employee shall receive a base salary (“Base Salary”) at a monthly rate at least equal to the highest monthly base salary paid or payable to the Employee by the Company during the twelve-month period immediately preceding the month in which the Effective Date occurs. During the Employment Period, the Base Salary shall be reviewed at least annually and shall be increased at any time and from time to time as shall be substantially consistent with increases in base salary awarded in the ordinary course of business to other key employees of the Company and its subsidiaries with similar level of responsibilities. Any increase in Base Salary shall not serve to limit or reduce any other obligation to the Employee under this Agreement. Base Salary shall not be reduced after any such increase.

                            (ii)     Annual Bonus. In addition to Base Salary, the Employee shall be awarded, for each calendar year ending during the Employment Period, an annual bonus

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(an “Annual Bonus”) in cash at least equal to the bonus paid or payable to the Employee for the last calendar year preceding the calendar year in which the Effective Date occurs. In the event the Employment Period contains a partial year, the Employee shall be awarded a pro-rated bonus, calculated in accordance with the prior sentence, for such partial year period.

                            (iii)     Incentive, Savings and Retirement Plans. In addition to Base Salary and Annual Bonus payable as hereinabove provided, the Employee shall be entitled to participate during the Employment Period in all incentive, savings and retirement plans, practices, policies and programs applicable to other key employees of the Company and its subsidiaries.

                            (iv)     Welfare Benefit Plans. During the Employment Period, the Employee and/or the Employee’s family, as the case may be, shall be eligible for participation in and shall receive all benefits under welfare benefit plans, practices, policies and programs provided by the Company and its subsidiaries (including, without limitation, medical, prescription, dental, disability, employee life and accidental death and dismemberment insurance plans and programs), at least as favorable as the most favorable of such plans, practices, policies and programs of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee and/or the Employee’s family, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries with similar level of responsibilities.

                            (v)     Expenses. During the Employment Period, the Employee shall be entitled to receive prompt reimbursement for all reasonable business expenses incurred by the Employee in accordance with the most favorable policies, practices and procedures of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries with similar level of responsibilities.

                            (vi)     Fringe Benefits. During the Employment Period, the Employee shall be entitled to fringe benefits in accordance with the most favorable plans, practices, programs and policies of the Company and its subsidiaries in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries with similar level of responsibilities.

                            (vii)     Vacation. During the Employment Period, the Employee shall be entitled to paid holidays and vacation in accordance with the most favorable plans, policies, programs and practices of the Company and its subsidiaries as in effect at any time during the 90-day period immediately preceding the Effective Date or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees of the Company and its subsidiaries with similar level of responsibilities.

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          6.     Termination.

                  (a)     Death or Disability. This Agreement shall terminate automatically upon the Employee’s death. If the Company determines in good faith that the Disability of the Employee has occurred (pursuant to the definition of “Disability” set forth below), it may give to the Employee written notice of its intention to terminate, or its intention to cause its subsidiary to terminate, the Employee’s employment. In such event, the Employee’s employment with the Company shall terminate effective on the 30th day after receipt of such notice by the Employee (the “Disability Effective Date”), provided that, within 30 days after such receipt, the Employee shall not have returned to full-time performance of the Employee’s duties. For purposes of this Agreement, “Disability” means disability as defined in the Company’s Long Term Disability Plan (or, if the Company does not have such a plan, a disability which, at least 26 weeks after its commencement, is determined to be total and permanent by a physician selected by the Company or its insurers and acceptable to the Employee or the Employee’s legal representative (such agreement as to acceptability not to be withheld unreasonably)).

                  (b)     Cause. The Company may terminate the Employee’s employment for “Cause.” For purposes of this Agreement, “Cause” means (i) an act or acts of personal dishonesty taken by the Employee and intended to result in substantial personal enrichment of the Employee at the expense of the Company, (ii) repeated violations by the Employee of the Employee’s obligations under Section 5(a) of this Agreement which are willful and deliberate on the Employee’s part and which are not remedied in a reasonable period of time after receipt of written notice from the Company, (iii) breach by the Employee of the Employee’s obligations under the Employee’s Non Competition, Non Disclosure and Developments Agreement with the Company, (iv) violation by the Employee of any of the Company’s policies, including, but not limited to, policies regarding sexual harassment, insider trading, corporate disclosure, substance abuse and conflicts of interest, which violation could result in termination of the Employee’s employment or (v) the conviction of the Employee of a felony.

                  (c)     Good Reason. The Employee’s employment may be terminated by the Employee for Good Reason. For purposes of this Agreement, “Good Reason” means

                            (i)     the assignment to the Employee of any duties inconsistent in any respect with the Employee’s position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Section 5(a) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities;

                            (ii)     any failure by the Company to comply with any of the provisions of Section 5(b) of this Agreement;

                            (iii)     the Company’s requiring the Employee to be based at any office or location other than that described in Section 5(a)(i)(B) hereof, except for travel reasonably required in the performance of the Employee’s responsibilities;

                            (iv)     any purported termination by the Company of the Employee’s employment otherwise than as expressly permitted by this Agreement; or

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                            (v)     any failure by the Company to comply with and satisfy Section 12(c) of this Agreement;

provided that within fifteen (15) days after the occurrence of any of the events listed in clauses (i), (ii), (iii), (iv) or (v) above the Employee delivers written notice to the Company of his intention to terminate for Good Reason specifying in reasonable detail the facts and circumstances claimed to give rise to the Employee’s right to terminate his employment for Good Reason and the Company shall not have cured such facts and circumstances within thirty (30) days after delivery of such notice by the Employee to the Company (unless the Company shall have waived its right to cure by written notice to the Employee), and provided further that within fifteen (15) days after the expiration of such thirty (30) day period or the date receipt of such waiver notice, if earlier, the Employee delivers a Notice of Termination to the Company under Section 6(d) based on the same Good Reason specified in the notice of intent to terminate delivered to the Company under this Section 6(c).

          For purposes of this Section 6(c), any good faith determination of “Good Reason” made by the Employee shall be conclusive.

                  (d)     Notice of Termination. A Notice of Termination shall communicate any termination by the Company for Cause or by the Employee for Good Reason to the other party hereto given in accordance with Section 15(b) of this Agreement. For purposes of this Agreement, a “Notice of Termination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Employee’s employment under the provision so indicated and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which date shall be not more than fifteen (15) days after the giving of such notice). The failure by the Employee to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason shall not waive any right of the Employee hereunder or preclude the Employee from asserting such fact or circumstance in enforcing his rights hereunder.

                  (e)     Date of Termination. “Date of Termination” means the date of receipt of the Notice of Termination or any later date specified therein as permitted by Section 6(d), as the case may be; provided, however, that (i) if the Employee’s employment is terminated by the Company or a subsidiary of the Company other than for Cause or Disability, the Date of Termination shall be the date on which the Company or such subsidiary notifies the Employee of such termination and (ii) if the Employee’s employment is terminated by reason of death or Disability, the Date of Termination shall be the date of death of the Employee or the Disability Effective Date, as the case may be.

          7.     Obligations of the Company upon Termination.

                  (a)     Death. If the Employee’s employment is terminated during the Employment Period by reason of the Employee’s death, this Agreement shall terminate without further obligations to the Employee’s legal representatives under this Agreement, other than (i) those obligations accrued or earned and vested (if applicable) by the Employee as of the Date of Termination, including, for this purpose (A) the Employee’s full Base Salary through the Date of Termination at the rate in effect on the Date of Termination, (B) any compensation previously

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deferred by the Employee (together with any accrued interest thereon) and not yet paid by the Company and (C) any accrued vacation pay not yet paid by the Company (such amounts are hereinafter referred to as “Accrued Obligations”) and (ii) a lump sum payment equal to the Employee’s annual Base Salary at the rate in effect on the Date of Termination. All such Accrued Obligations and the payment described in subparagraph (ii) above shall be paid to the Employee’s estate or beneficiary, as applicable, in a lump sum in cash within 30 days after the Date of Termination, or earlier if required by law.

                  (b)     Disability. If the Employee’s employment is terminated during the Employment Period by reason of the Employee’s Disability, this Agreement shall terminate without further obligations to the Employee, other than (i) the Accrued Obligations and (ii) continuation of health care benefits coverage to which the Employee is entitled under Section 5(b)(iv) hereof for the twelve (12) month period following the effective Date of Termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations, but excluding any applicable tax consequences for the Employee) as in effect for officers of the Company generally during such period; provided, however that nothing in this Section 7(b) shall provide any additional benefits or coverage than that in effect for officers of the Company during such period under the Company’s Long-Term Disability Plan. All of the Accrued Obligations shall be paid to the Employee in a lump sum in cash within 30 days after the Date of Termination, or earlier if required by law.

                  (c)     Termination for Cause; Termination by Employee Other than for Good Reason. If, during the Employment Period, the Employee’s employment is terminated for Cause or the Employee terminates employment other than for Good Reason, this Agreement shall terminate without further obligations to the Employee, other than Accrued Obligations. All such Accrued Obligations shall be paid to the Employee in a lump sum in cash within 30 days after the Date of Termination, or earlier if required by law.

                  (d)     Termination for Good Reason; Termination by the Company Other than for Cause, Death or Disability. If, during the Employment Period, the Company terminates the Employee’s employment other than for Cause, Disability, or death or the Employee terminates his employment for Good Reason:

                            (i)     the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination, or earlier if required by law, the aggregate of the following amounts:

                                      (A)     to the extent not theretofore paid, the Employee’s Base Salary through the Date of Termination; and

                                      (B)     an amount equal to the following formula: A x (B ÷ 365); where A equals the Annual Bonus paid to the Employee for the last calendar year before the Date of Termination; and B equals the number of days in the current calendar year through the Date of Termination; and

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                                      (C)     an amount equal to two (2) times the sum of the Employee’s annual Base Salary at the highest rate in effect at any time during the period beginning 90 days before the Effective Date through the Date of Termination plus the Annual Bonus paid to the Employee for the last calendar year before the Date of Termination; and

                                      (D)     in the case of compensation previously deferred by the Employee, all amounts previously deferred (together with any accrued interest thereon) and not yet paid by the Company and any accrued vacation pay not yet paid by the Company; and

                            (ii)     for a period of two years after the Date of Termination, or such longer period as any plan, program, practice or policy may provide, the Company shall continue benefits to the Employee and/or the Employee’s family at levels substantially equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 5(b)(iv) of this Agreement if the Employee’s employment had not been terminated, including health, disability and life insurance, in accordance with the most favorable plans, practices, programs or policies of the Company and its subsidiaries in effect during the 90-day period immediately preceding the Date of Termination or, if more favorable to the Employee, as in effect at any time thereafter with respect to other key employees with similar level of responsibilities and their families; provided, however, that the Company may, at its election, pay to the Employee an amount in cash equal to the Company’s cost of providing any of such benefits for such period, in lieu of continuing to provide the benefits. For purposes of eligibility for retiree benefits pursuant to such plans, practices, programs and policies and for purposes of health benefit continuation coverage pursuant to Section 601 et seq of ERISA (“COBRA”), the Employee shall be considered to have remained employed until the end of the Employment Period and to have retired on the last day of such period.

The Company shall have no obligation under this Section 7(d) unless the Employee executes and delivers to the Company a valid general release agreement in a form reasonably acceptable to the Company in which the Employee releases the Company from any and all possible liability, including, without limitation, any and all liability based on the Employee’s employment or the termination of his employment; provided, however, that nothing in such release shall include any release of the Company’s indemnification obligations to or for the benefit of the Employee.

          8.     Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit the Employee’s continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies or practices provided by the Company or its subsidiaries and for which the Employee may qualify, nor shall anything herein limit or otherwise affect such rights as the Employee may have under any stock option or other agreements with the Company or any of its subsidiaries. Amounts which are vested benefits or which the Employee is otherwise entitled to receive under any plan, policy, practice or program of the Company or any of its subsidiaries at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice or program.

          9.     Full Settlement. The Company’s obligation to make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against the Employee or others. In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts

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payable to the Employee under any of the provisions of this Agreement. Upon termination of the Employee’s employment during the Employment Period, the Employee shall not be entitled to any benefits or payments other than as provided in this Agreement.

          10.     Certain Additional Payments by the Company.

                    (a)     Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount equal to the Excise Tax imposed upon the Payment.

                    (b)     Subject to the provisions of Section 10(c), all determinations required to be made under this Section 10, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a firm of independent accountants selected by the Audit Committee of the Company’s Board of Directors which firm may be, if consistent with applicable securities laws, the firm of independent accountants engaged to audit the Company’s financial statements (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days after the Date of Termination or such earlier time as is requested by the Company. The Gross-Up Payment, if any, as determined pursuant to this Section 10(b), shall be paid to the Employee within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payment which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 10(c) and the Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Employee.

                    (c)     The Employee shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Employee knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in

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writing prior to the expiration of such period that it desires to contest such claim, the Employee shall:

                              (i)     give the Company any information reasonably requested by the Company relating to such claim,

                              (ii)     take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company,

                              (iii)     cooperate with the Company in good faith in order effectively to contest such claim,

                              (iv)     permit the Company to participate in any proceedings relating to such claim;

provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 10(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, if in compliance with applicable securities laws, either direct the Employee to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and the Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Employee to pay such claim and sue for a refund, the Company shall advance a portion of such payment equal to the Gross-Up Payment to the Employee, on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after-tax basis, from any Excise Tax on the Payment or income tax, including interest or penalties with respect thereto; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.

                    (d)     If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 10(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company’s complying with the requirements of Section 10(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 10(c), a determination is made that the Employee shall not be entitled to any refund with respect to such

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claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

          11.     Confidential Information and Company Policies. During the Employment Period, the Employee shall abide by, conduct himself in accordance with and be subject to, the non-competition, non-solicitation, non-disparagement and confidentiality provisions of the Employment Agreement and the Company’s policies on sexual harassment, insider trading, corporate disclosure, substance abuse and conflicts of interest and any other written policy of the Company, the violation of which could result in termination of employment.

          12.     Successors.

                    (a)     This Agreement is personal to the Employee and without the prior written consent of the Company shall not be assignable by the Employee otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Employee’s legal representatives.

                    (b)     This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.

                    (c)     The Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) acquiring all or substantially all of the business and/or assets of the Company (whether such assets are held directly or indirectly) to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid which assumes and agrees to perform this Agreement by operation of law, or otherwise.

          13.     Arbitration. Any controversy or claim arising out of or relating to this Agreement, or any breach hereof, shall be settled in accordance with the terms of this Section 13. All claims by the Employee for benefits under this Agreement shall first be directed to and determined by the Board and shall be in writing. Any denial by the Board of a claim for benefits under this Agreement shall be delivered to the Employee in writing within thirty (30) days and shall set forth the specific reasons for the denial and the specific provisions of this Agreement relied upon. The Board shall afford a reasonable opportunity to the Employee for a review of the decision denying a claim and shall further allow the Employee to appeal to the Board a decision of the Board within thirty (30) days after notification by the Board that the Employee’s claim has been denied. Any further dispute, controversy or claim arising out of or relating to this Agreement, or the interpretation or alleged breach hereof, shall be settled by arbitration in accordance with Employment Dispute Resolution Rules of the American Arbitration Association (or such other rules as may be agreed upon by the Employee and the Company). The place of the arbitration shall be Washington, DC and any court having jurisdiction thereof may enter judgment upon the award rendered by the arbitrator(s). Such an award shall be binding and conclusive upon the parties hereto.

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          14.     Legal Expenses. The Company agrees to reimburse the Employee, to the full extent permitted by law, for all costs and expenses (including without limitation reasonable attorneys’ fees) which the Employee may reasonably incur as a result of any contest of the validity or enforceability of, or the Company’s liability under, any provision of this Agreement, plus in each case interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that such payment shall be made only if the Employee prevails on at least one material issue.

          15.     Miscellaneous.

                    (a)     This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland without reference to principles of conflict of laws. The captions of this Agreement are not part of the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives.

                    (b)     Any notices required or permitted to be given hereunder shall be sufficient if in writing, and if delivered by hand, or sent by registered or certified mail, return receipt requested, or overnight delivery using a national courier service, or by facsimile or electronic transmission, with confirmation as to receipt, to the Company at the address set forth below and to the Employee at the address set forth in the personnel records of the Company, or such other address as either party may from time to time designate in writing to the other, and shall be deemed given as of the date of the delivery or mailing:

 

Digene Corporation
1201 Clopper Road
Gaithersburg, Maryland 20878

Attention: Chief Executive Officer

 

 

with a copy to:

 

 

Ballard Spahr Andrews & Ingersoll, LLP
1735 Market Street, 51st Floor
Philadelphia, Pennsylvania 19103-7599
Attention: Morris Cheston, Jr., Esquire

or to such other address as either party shall have furnished to the other in writing in accordance herewith. Notice and communications shall be effective when actually received by the addressee.

                    (c)     The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

                    (d)     The Company may withhold from any amounts payable under this Agreement such Federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

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                    (e)     The Employee’s failure to insist upon strict compliance with any provision hereof shall not be deemed to be a waiver of such provision or any other provision hereof.

                    (f)     This Agreement contains the entire understanding of the Company and the Employee with respect to the subject matter hereof. This Agreement supercedes all other agreements and understandings between the Company and the Employee relating to the subject matter hereof, but only during the Employment Period.

     IN WITNESS WHEREOF, the Employee has hereunto set his hand and, pursuant to the authorization from its Board of Directors, the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

 

________________________

 

 

DIGENE CORPORATION

 

 

By:______________________
Name:

Title:

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