Amended and Restated Executive Employment Agreement

This Amended and Restated Executive Employment Agreement (the “ Agreement ”) is effective as of December 23, 2008 (the “Effective Date”), by and between Micromet, Inc. (hereinafter the “ Company ”) and Matthias Alder (hereinafter “ Executive ”).

Whereas, the Company and Executive have entered into an executive employment agreement effective as of July 1, 2006 (the “ Original Employment Agreement ”);

Whereas, the parties desire to amend and restate the Original Employment Agreement;

Now, therefore, in consideration of the mutual promises and covenants contained herein, the parties hereto agree as follows:

1.           Employment by the Company

1.1            Position.   Subject to terms set forth herein, the Company agrees to employ Executive in the position of Senior Vice President, General Counsel and Secretary, and Executive hereby accepts such employment.  During his employment with the Company, Executive will devote his best efforts and substantially all of his time and attention to the business of the Company, except as provided in Section 4 below and for vacation periods and reasonable periods of illness or other incapacities in accordance with the Company’s general employment policies.

1.2            Duties.   Executive will serve in an executive capacity performing such duties as are normally associated with his then current position and such duties as are assigned to him from time to time, subject to the oversight and direction of the Chief Executive Officer and the Company’s Board of Directors (the “ Board ”) or a committee thereof.  Upon termination of this Agreement pursuant to Section 6 , Executive agrees to resign from all functions which he exercised or assumed on the basis of or in connection with Executive’s employment by the Company, including as a director or officer of the Company or its subsidiaries, subject to any applicable legal requirements regarding such resignation.

1.3            Location.   Executive’s primary office location will be at the Company’s US corporate offices, currently in Bethesda, MD.  The Company reserves the right to reasonably require Executive to perform his duties at places other than at his primary office location from time to time, and to require reasonable business travel.

1.4            Term.  The term of this Agreement will commence on the Effective Date, and will continue until terminated by Executive or the Company in accordance with Section 6.

1.5            Policies and Procedures.   The employment relationship between the parties will also be subject to the Company’s personnel policies and procedures as they may be interpreted, adopted, revised or deleted from time to time in the Company’s sole discretion. If the terms of this Agreement differ from or are in conflict with the Company’s personnel policies or procedures, this Agreement will control.

2.           Compensation

2.1             Base Salary.   For services rendered hereunder by Executive pursuant to this Agreement, Executive will receive an annualized base salary of three hundred and ten thousand US dollars (US$310,000) as may be increased from time to time by the compensation committee of the Board at its discretion (the “ Base Salary ”), payable in accordance with the Company’s regular payroll schedule (but not less frequently than monthly), less any payroll withholding and deductions in accordance with applicable law and the Company’s general employment policies or practices.  

2.2            Bonus.   Executive will participate in the Company’s Management Incentive Compensation Plan (the “ MICP ”) adopted by the Company from time to time or in such other bonus plan as the Board may approve for the senior executive officers of the Company.  Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plan will be on the terms and subject to the conditions specified in the governing document of the particular plan.

2.3          Standard Company Benefits.

(a)            Executive will be eligible to participate on the same basis as similarly situated employees in the Company’s benefit plans in effect from time to time during his employment.  All matters of eligibility for coverage or benefits under any benefit plan will be determined in accordance with the provisions of such plan.  The Company reserves the right to change, alter, or terminate any benefit plan in its sole discretion.

(b)            Executive is entitled to annual paid time off (“ PTO ”) in accordance with the Company’s standard policies and as otherwise provided for senior executive officers, but in no event less than twenty (20) working days.  Working days are all calendar days with the exception of Saturdays, Sundays and the designated Company holidays.  Executive will coordinate the periods of PTO reasonably in advance with the other executive officers of the Company, and the timing of such PTO will be subject to the prior approval of the Chief Executive Officer.

2.4            Insurance.  The Company will reimburse Executive for the cost of his life insurance and long term care insurance in place as of the date of this Agreement, and long term disability insurance concluded by the Executive after the Effective Date with the approval of the Company, or corresponding insurance coverage by different insurers at comparable or lesser cost. In addition, the Company will have the right to take out life, health, accident, “key-man” or other insurance covering Executive, in the name of the Company and at the Company’s expense and for the Company’s benefit, in any amount deemed appropriate by the Company.  Executive will assist the Company in obtaining such insurance, including, without limitation, submitting to any required examinations and providing information and data required by insurance companies.

2.5            Business Expenses .  The Company will reimburse Executive for reasonable Company-related travel, entertainment, professional licensing, continuing education and other expenses reasonably incurred by Executive on behalf of the Company pursuant to the Company’s expense reimbursement policy for its employees.

2.6          Equity Compensation.  

(a)             Initial Stock Option.   Executive acknowledges he was granted an option to purchase up to 250,000 shares of Common Stock of the Company (the “Initial Stock Option”).  The Initial Stock Option has an exercise price equal to the Fair Market Value of the Company’s Common Stock as defined in the Micromet, Inc. 2003 Equity Incentive Award Plan (the “Plan”).  The Initial Stock Option has been granted as an incentive stock option to the maximum extent permitted by law, and otherwise as a non-qualified stock option.  The Initial Stock Option is subject to the Plan and the Company’s standard form of stock option agreement, which Executive has executed as a condition to this grant.  The Initial Stock Option will vest over a four-year period, with 25% of the shares subject to the Initial Stock Option vesting after 12 months of the date of the Original Employment Agreement, and 1/48 of the shares subject to the options vesting on a monthly basis thereafter.

(b)             Participation in Future Grants.   In addition to the Initial Stock Option, Executive will be eligible to participate in any equity or other employee benefit plan that is generally available to senior executive officers of the Company.  Except as otherwise provided in this Agreement, Executive’s participation in and benefits under any such plans will be on the terms and subject to the conditions specified in the governing document of the particular plan.

(c)             Acceleration of Vesting.  The provisions concerning vesting pursuant to clauses (i), (ii) and (iii) below will be cumulative, and are hereby deemed to be a part of all stock options, including the Initial Stock Option, restricted stock and such other awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof, (each a “ Stock Award ”) and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

(i)            If Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason, or as a result of Executive’s death or Disability (all as defined in Section 6 below), Executive’s outstanding unvested Stock Awards that would have vested over the twelve (12) month period following the date of termination had Executive remained continuously employed by the Company during such period, will be automatically vested and exercisable on the date of termination.  For purposes of this Section 6.2(c), the definition of Cause, Good Reason and Disability in Section 6 of this Agreement supersedes any such definitions in the Plan.

(ii)            On the effective date of a Change of Control (as defined in the Plan), fifty percent (50%) of Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable. The portion of any outstanding Stock Award that remains unvested after the application of the accelerated vesting under this Section will continue to vest on the same schedule, but the number of shares vesting on each installment will be reduced on a pro rata basis to take into account the accelerated vesting herein.

(iii)            If this Agreement is terminated by the Company without Cause or by Executive for Good Reason within six (6) months prior to or twenty-four (24) months following a Change of Control, all of Executive’s outstanding unvested Stock Awards will be automatically vested and exercisable on the later of the date of termination or the Change of Control.  If any such unvested Stock Awards have been terminated, the Company will make a cash payment to the Executive, no later than ten (10) days after the effective date of the Change of Control, equal to the economic value of the terminated Stock Award to Executive at the time of the Change of Control (calculated for stock options as the difference between the exercise price of the option and the fair market value of the shares underlying the option at the time of the Change of Control, and for stock awards as the fair market value of the shares at the time of the Change of Control less any amounts paid to Executive for the repurchase of such shares).

3.           D&O Insurance and Indemnification

3.1            D&O Insurance.   The Company will obtain and maintain at the Company’s expense during the term of this Agreement and for six (6) years thereafter liability insurance for the directors and officers of the Company (D&O insurance) in the amount of at least US$ 10 million for any acts or omissions of Executive covered by the applicable insurance policy.

3.2            Indemnification.   The Company and Executive acknowledge that they have entered into a separate indemnification agreement, and the Company will indemnify Executive in accordance with the terms of such agreement.

4.           Outside Activities During Employment

4.1            Exclusive Employment.   Executive will not engage in any business activity which, in the reasonable judgment of the Chief Executive Officer, is likely to interfere with Executive’s ability to discharge his duties and responsibilities to the Company.  Executive may engage in civic and not-for-profit activities, and participate in industry associations so long as such activities do not materially interfere with the performance of his duties hereunder.  Executive agrees that he will not join any boards, other than community and civic boards and boards of industry associations which do not interfere with his duties to the Company, without the prior approval of the   Board.

4.2            No Adverse Interests.   Except as permitted by Section 4.3, Executive agrees not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known by him to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise, or engage in any business that creates a conflict of interest with his duties of loyalty to the Company.

4.3            Non-Competition during Term of Agreement.   During the term of this Agreement, except on behalf of the Company or as expressly authorized by the Board, Executive will not directly or indirectly, whether as an officer, director, stockholder, partner, proprietor, associate, representative, consultant, or in any capacity whatsoever engage in, become financially interested in, be employed by or have any business connection with any other person, corporation, firm, partnership or other entity whatsoever which were known by him to compete directly with the Company, throughout the world, in any line of business engaged in (or planned to be engaged in) by the Company; provided, however, that anything above to the contrary notwithstanding, he or his immediate family may own, as a passive investor, securities of any competitor corporation, so long as his direct holdings in any one such corporation will not in the aggregate constitute more than one percent (1%) of the voting stock of such corporation.

5.           Proprietary Information Obligations

As a condition of employment, Executive agrees to execute and abide by the Proprietary Information and Inventions Agreement attached hereto as Exhibit A , which may be amended by the parties from time to time without regard to this Agreement.  The Proprietary Information and Inventions Agreement contains provisions that are intended by the parties to survive and that do survive termination or expiration of this Agreement.

6.           Termination Of Employment

The parties acknowledge that Executive’s employment with the Company is terminable at will.  The provisions of in this Section governing the amount of compensation, if any, to be provided to Executive upon termination of employment do not alter this at will status.

6.1          Termination by the Company for Cause

(a)            The Company may terminate this Agreement at any time for Cause by written notice to Executive effective upon receipt.  “ Cause ” means that the Board of Directors has determined in good faith that Executive has engaged in any of the following: (i) a material breach of this Agreement or any other written agreement between Executive and the Company; (ii) gross negligence or gross misconduct in the performance of his duties; (iii) the commission of any act or omission constituting dishonesty or fraud that is injurious to the Company or any successor or affiliate thereof; (iv) any conviction of, or plea of “guilty” or “no contest” to, a felony; (v) conduct by Executive which demonstrates gross unfitness to serve; (vi) failure to attempt in good faith to implement a clear, reasonable and legal directive of the Company’s Chief Executive Officer, the Board or any Board committee; (vii) persistent and severe unsatisfactory performance of job duties; or (viii) breach of a fiduciary duty.

(b)            If the Company terminates this Agreement for Cause, the Company will pay Executive (i) the Base Salary due Executive through the date of termination, and (ii) for any accrued PTO not taken at the time of termination.  Executive will not be entitled to receive any Severance Benefits (as defined in Section 6.2 below), unpaid bonuses or other compensation, except as set forth in Section 6.1(c) below.

(c)            If the Company terminates this Agreement for Cause solely on the basis of Section 6.1(a)(vii) above, provided that Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay Executive, in lieu of any other severance benefits, an amount equal to three (3) months of Executive’s Base Salary on the date of termination.  The payment due pursuant to this Section 6.1(c) will be payable as a lump sum payment no later than the first business day following the date on which Executive’s right to revoke any waiver and release of legal claims has expired. In addition, Executive’s outstanding unvested Stock Awards that would have vested over the three (3) month period following the date of termination had Executive remained continuously employed by the Company during such period, will be automatically vested and exercisable on the date of termination.

6.2          Termination by the Company without Cause.

(a)            The Company may terminate this Agreement at any time without Cause by written notice to Executive effective upon receipt or on a later termination date agreed with Executive.

(b)            If the Company terminates Executive’s employment without Cause, the Company will pay Executive (i) the Base Salary due Executive through the date of termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other amounts to which Executive is entitled at the time of termination under any bonus or compensation plan or practice of the Company; provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) below and not this Section.

(c)            In addition, and provided that Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant Executive, in lieu of any other severance benefits or any other compensation, the benefits set forth in this subsection (c) below (“ Severance Benefits ”); provided, however, that if the Company has established any compensation plan or severance benefit that is more favorable to Executive than any of the Severance Benefits, the Company will pay to Executive such more favorable benefit in lieu of the corresponding Severance Benefit set forth below:

(i)            An amount equal to the Base Salary for a period of twelve (12) months from the date of termination, less any payroll withholding and deductions due on such salary in accordance with applicable law, payable as a lump sum payment no later than the first business day following the date on which Executive’s right to revoke any waiver and release of legal claims has expired;

(ii)            If, at the time of termination of this Agreement, the Company has not yet paid to the Executive a bonus under the MICP for the year preceding the year in which this Agreement is terminated, the Executive will be eligible for such bonus on the same basis as other executive level employees, and if other executive level employees receive a bonus under the MICP for the preceding year, the Company will pay Executive the bonus pursuant to the MICP; provided, however, that the percentage of the Company’s achievement of corporate goals which is used in the calculation of a portion of such bonus, will be the same as the percentage established by the compensation committee of the Board for other executive level employees; and provided further that the percentage of Executive’s achievement of his personal goals for the preceding year, which is used in the calculation of a portion of such bonus, will not be less than the average of the percentages achieved in the preceding three (3) years.

(iii)            A Bonus for the year in which this Agreement is terminated prorated for the period during such year Executive was employed prior to the date of termination (or the full amount of the Bonus if Executive’s employment is terminated within six (6) months prior to or twelve (12) months following a Change of Control), payable as a lump sum payment no later than the first business day following the date on which Executive’s right to revoke any waiver and release of legal claims has expired; “ Bonus ” means the average of the bonuses awarded to Executive for each of the three (3) fiscal years prior to the date of termination, or such lesser number of years as may be applicable if Executive has not been employed for three (3) full years on the date of termination.  For purposes of determining Executive’s Bonus, to the extent Executive received no bonus in a year in which other executives received bonuses, such year will still be taken into account (using zero (0) as the applicable bonus) in determining Executive’s Bonus, but if Executive did not receive a bonus for a year in which no executive received a bonus, such year will not be taken into account and if any portion of the bonuses awarded to Executive consisted of securities or other property, the fair market value thereof will be determined in good faith by the Board;

(iv)            Acceleration of vesting of Stock Awards pursuant to the applicable subsection of Section 2.6(c);

(v)            During the period beginning on the first business day following the date on which Executive’s right to revoke any waiver and release of legal claims has expired and ending on the earlier of the date (1) which is twelve (12) months following the date of termination or (2) on which Executive has accepted a full time position, executive-level outplacement services at the Company’s expense, not to exceed US$15,000, by a firm selected by Executive from a list compiled by the Company;

(vi)            Provided the Executive is participating the Company’s health insurance plan on the termination date, for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which the applicable continuation period under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“ COBRA ”) or applicable state continuation coverage law expires), reimburse Executive (1) for the costs associated with continuation coverage pursuant to COBRA or applicable state continuation coverage laws, for Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement (provided that Executive will be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA or any corresponding state law, including, without limitation, his election of such coverage and his timely payment of premiums), or (2) if Executive is participating the Company’s health insurance plans on the termination date and is not eligible for continuation coverage pursuant to either COBRA or any corresponding state law, for the premiums for conversion coverage if available, otherwise for the  premiums of any health insurance with coverage comparable to that under the Company’s health insurance plans for Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement in either case up to a maximum of 2 times the premium paid by the Company on the Executive’s behalf under the Company’s plan; and

(vii)            For the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination, pay to Executive the amount of any life   insurance premiums it was paying prior to the date of the termination of this Agreement.

(d)            The Company will have the right to withhold further payments of unpaid Severance Benefits upon its notice to Executive of the Board’s good faith reasonable belief, and the basis for the reasonable belief, that Executive has breached any of his post-termination obligations to the Company under applicable laws and as defined in this Agreement and the PIIA.

6.3          Termination by Executive for Good Reason.

(a)            If Executive has not previously received a notice of termination from the Company, Executive may terminate this Agreement at any time for Good Reason by written notice to the Company as provided below.  “ Good Reason ” means: (i) any material diminution of Executive’s authority, duties or responsibilities; (ii) any reduction by the Company in Executive’s Base Salary; (iii) a relocation of Executive’s place of employment to a location in excess of 50 miles from the Company’s current offices in Bethesda, MD; (iv) any material breach of this Agreement by the Company; (v) any failure to pay Executive the earned bonus for any period under the MICP or any other bonus or incentive plan adopted by the Company, if a majority of other officers of the Company or any successor or affiliate have been paid bonuses for such period under such plan, which, for purposes of this provision, will be a material breach of this Agreement; or (vi) any failure by the Company to obtain the assumption of this Agreement by any successor or assign of the Company which, for purposes of this provision, will be a material breach of this Agreement. Notwithstanding the foregoing, any actions taken by the Company to accommodate a disability of Executive or pursuant to the Family and Medical Leave Act or an applicable state leave law will not be a Good Reason for purposes of this Agreement; provided, however, that it will only be deemed Good Reason if (i) the Company is given written notice from Executive within ninety (90) days following the first occurrence of a condition that Executive considers to constitute Good Reason describing the condition and the Company fails to remedy such condition within thirty (30) days following such written notice, and (ii) Executive resigns from employment effective on a date that is within ninety (90) days following the end of the period within which the Company was entitled to remedy the condition constituting Good Reason but failed to do so.

(b)            If Executive terminates this Agreement for Good Reason, the Company will pay Executive (i) the Base Salary due Executive through the date of termination, (ii) for any accrued PTO not taken at the time of the receipt of the notice of termination, and (iii) any other amounts to which Executive is entitled at the time of termination under any bonus or compensation plan or practice of the Company provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section.

(c)            In addition, provided that Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant Executive, in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c).

(d)            The Company will have the right to withhold further payments of unpaid Severance Benefits upon its notice to Executive of the Board’s good faith reasonable belief, and the basis for the reasonable belief, that Executive has breached any of his post-termination obligations to the Company under applicable laws and as defined in this Agreement and the PIIA.

6.4          Termination by Executive Without Good Reason.

(a)            Executive may terminate this Agreement at any time without Good Reason effective thirty (30) days after written notice to the Company or on such other termination date agreed with the Company.

(b)            If Executive terminates this Agreement without Good Reason, the Company will pay Executive (i) the Base Salary due Executive through the date of termination, (ii) for any accrued PTO not taken at the time of the receipt of the notice of termination, and (iii) any other amounts to which Executive is entitled under any bonus or compensation plan or practice of the Company at the time of termination.  Executive will not be entitled to receive any Severance Benefits.

6.5           Termination for Death.

(a)            This Agreement will terminate immediately upon Executive’s death.

(b)            Upon termination of this Agreement due to Executive’s death, the Company will pay to any beneficiaries designated by Executive in writing in Exhibit C , or in the absence of such designation, to Executive’s estate, (each a “ Death Benefits Recipient ”) (i) the Base Salary due Executive through the date of termination, (ii) for any accrued PTO not taken by the Executive at the time of termination, and (iii) any other amounts to which Executive was entitled at the time of termination under any bonus or compensation plan or practice of the Company, provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section;

(c)            In addition, the Company will pay the Death Benefits Recipient(s), in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c)(i) - (iv); provided that if the Company provides the Executive with life insurance coverage which is at least two (2) times the Executive’s Base Salary, then the payment of such life insurance to the beneficiaries designated in the insurance policy will replace the Company’s obligation to pay the Death Benefits Recipient(s) the Severance Benefits set forth in Section 6.2(c)(i) – (iii).

(d)            In addition, provided the Executive’s dependents are participating in the Company’s health insurance plan at the time of his death, for the period beginning on the date of death and ending on the date which is twelve (12) full months following the date of death (or, if earlier, the date on which the applicable continuation period under COBRA or applicable state coverage continuation coverage laws expires), the Company will reimburse Executive’s eligible dependents (1) for the costs associated with continuation coverage for such eligible dependents pursuant to COBRA or any corresponding state law) (provided that Executive’s dependents will be solely responsible for all matters relating to such continuation of coverage pursuant to COBRA or any corresponding state law, including, without limitation, election of such coverage and the timely payment of premiums), or (2) if Executive’s dependents are participating the Company’s health insurance plans on the termination date and are not eligible for continuation coverage pursuant to either COBRA or any corresponding state law, for the premiums for conversion coverage if available, otherwise for the  premiums of any health insurance with coverage comparable to that under the Company’s health insurance plans for Executive and his eligible dependents who were covered under the Company’s health insurance plans as of the date of the termination of this Agreement in either case up to a maximum of 2 times the premium paid by the Company on the Executive’s behalf under the Company’s plan ; and

(e)            Executive may change any beneficiary designated in Exhibit C by written notice to the Company.

6.6           Termination for Disability.

(a)            The Company may terminate this Agreement for Executive’s Disability by written notice to Executive effective upon receipt or per a termination date agreed with Executive. “ Disability ” will be deemed to have occurred if Executive was physically or mentally incapacitated or disabled or otherwise unable fully to discharge his duties hereunder for (i) a period in excess of ninety (90) consecutive days, or (ii) a period in excess of one hundred twenty (120) days in the aggregate in any consecutive one hundred eighty (180) day period.   This definition will be interpreted and applied consistent with the Americans with Disabilities Act, the Family and Medical Leave Act and other applicable law.  The existence of Executive’s Disability will be determined by the Company on the advice of a physician chosen by the Company and either the Executive or, in the event of mental disability, Executive’s Death Benefits Recipients.  The Company reserves the right to have Executive examined by such physician at the Company’s expense.

(b)            If the Company terminates this Agreement for Executive’s Disability, the Company will pay Executive (i) the Base Salary due Executive through the date of termination, (ii) for any accrued PTO not taken at the time of termination, and (iii) any other amounts to which Executive is entitled at the time of termination under any bonus or compensation plan or practice of the Company provided, however, that any bonus payments under the MICP will be governed by Section 6.2(c)(ii) and not this Section.

(c)            In addition, provided that Executive executes and does not revoke a Release as provided in Section 7 and complies with Section 6.7(b), the Company will pay or grant Executive, in lieu of any other severance benefits or any other compensation, the Severance Benefits set forth in Section 6.2(c) (i)-(iv), (vi) and (vii); provided that if the Company provides the Executive with long term disability insurance coverage at not less than 80% of his Base Salary with eligibility for coverage to the age of 65, then the payment pursuant to such insurance will replace the Company’s obligation to pay the Severance Benefits set forth in Section 6.1(c)(i) – (iii).  At Executive’s election he may pay the premium for this long term disability coverage.

(d)            The Company will have the right to withhold further payments of unpaid Severance Benefits upon its notice to Executive of the Board’s good faith reasonable belief, and the basis for the reasonable belief, that Executive has breached any of his post-termination obligations to the Company under applicable laws and as defined in this Agreement and the PIIA.

6.7           Cooperation Obligations.

(a)             Transition Activities.   After delivery or receipt by Executive of any notice of termination, and for a reasonable period following any termination of this Agreement (to include any period for which Executive has been provided Base Salary as a severance benefit), Executive will fully cooperate with the Company in all matters relating to the winding up of Executive’s pending work and the orderly transfer of any such pending work to such other employees as may be designated by the Company.

(b)             Return of the Company’s Property.   If the Company has delivered or received a notice of termination of this Agreement, the Company will have the right, at its o