Separation Agreement – Silicon Graphics International Corp.

June 22, 2011
Maurice Leibenstern

Dear Maurice:

Based on our amicable understanding to separate as of the Separation Date
below, this Separation Agreement (the “Agreement”) sets forth the terms of your
separation from employment with Silicon Graphics International Corp. (the
“Company”).

1. Employment Status and Final Payments.

(a) Separation Date. Your last day of work with the Company
and your employment termination date will be June 22, 2011 (the “Separation
Date”). As of the Separation Date, your salary will cease, and any entitlement
you have or might have under any Company-provided benefit plan, program,
contract or practice (each a “Benefit Program”) will terminate, except (i) as
required by the terms of an applicable Benefit Program or any applicable federal
or state law, or (ii) as otherwise described below.

(b) Accrued Salary and PTO. On the Separation Date, the
Company will pay you all accrued salary, and all accrued and unused paid time
off (PTO) earned through the Separation Date, subject to standard payroll
deductions and withholdings. You are entitled to these payments by law.

(c) Expense Reimbursements. You shall submit expense reports
to the Company seeking reimbursement for any business expenses incurred through
the Separation Date within thirty (30) days after the Separation Date. The
Company will reimburse you for these business expenses, pursuant to its standard
policies and practices, within fifteen (15) business days after the submission
of your expense report.

2. Severance Benefits. The Company shall provide the
following sole severance benefits (the “Severance Benefits”), if you timely
sign, date and return this fully executed Agreement to the Company, and allow
the releases contained herein to become effective (as defined in Section 10:

(a) Base Salary. The Company shall provide you, as
severance, the equivalent of twelve (12) months of your base salary. The
severance pay will be subject to required payroll deductions and withholdings,
and will be paid in twenty-six (26) equal installments over a period of twelve
(12) months. (“Severance Payments”). The Severance Payments will be paid on the
Company’s regular payroll cycle beginning on the first regularly-scheduled
payroll date after the Effective Date of this Agreement as defined in paragraph
10 below, provided you have fulfilled your obligation to return Company property
under Paragraph 4 of this Agreement.

(b) Health Insurance. To the extent provided by the federal
COBRA law or, if applicable, state insurance laws (collectively, “COBRA”), and
by the Company’s current group health insurance policies, you will be eligible
to continue your group health insurance benefits at your own expense after the
Separation Date. Later, you may be able to convert to an individual policy
through the provider of the Company’s health insurance, if you wish. You will be
provided with a separate notice describing your rights and obligations under the
applicable state and/or federal insurance laws on or after the Separation Date.
Although the Company is not otherwise obligated to do so, if you timely elect to
continue group health coverage after the Separation Date pursuant to COBRA, the
Company will reimburse your COBRA premium payments (or, at its sole discretion,
provide you with a prepayment of such premiums) sufficient to continue your
group health coverage at its current level (including dependant coverage, if
applicable) for a maximum of twelve (12) months following the Separation Date;
provided, however, that the Company’s obligation to reimburse your

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monthly premium payments ceases immediately if you become eligible for group
health insurance coverage through a new employer at any time within twelve (12)
months after the Separation Date. You must promptly notify the Company if you
become eligible for group health insurance coverage through a new employer.

(c) Equity Vesting. The Company will partially accelerate
the vesting of the following outstanding equity awards previously granted to you
such that the following additional portions of these awards shall be deemed
vested as of the Effective Date of this Agreement:

Grant Date	Grant #	Number of Shares to be Accelerated
9/3/2010	2003	4,000 Restricted Stock Units
8/11/2009	1,840	6,875 Nonqualified Stock Options
2/1/2008	1,460	14,063 Restricted Stock Units
10/1/2007	1,356	4,688 Nonqualified Stock Options
10/1/2007	1,355	782 Restricted Stock Units
Total:		30,408

The Restricted Stock Units (RSUs) set forth above, net of shares to cover tax
withholding, shall be delivered to you two business days following the
announcement of earnings for the fourth quarter of FY 2011. Except as
specifically modified herein, this equity shall continue to be governed by the
terms of the applicable grant notice, stock option or restricted stock
agreement, and governing equity plan.

(d) Pro-rata Quarterly Bonus. Even though you have not
earned a quarterly bonus pursuant to the Company’s Short Term Incentive Plan,
the Company will pay you an amount equal to your target bonus for the current
quarter, pro-rated for the number of days you were employed during this quarter.
This lump sum amount will be subject to required deductions and withholdings and
will be paid at the same time as bonuses are paid to current employees for this
quarter.

3. Other Compensation or Benefits. You acknowledge that,
except as expressly provided in this Agreement, you have not earned and will not
receive from the Company any additional compensation (including base salary,
bonus, incentive compensation, or equity), severance (including any severance
pursuant to your August 22, 2007 Employment Agreement (as amended on September
19, 2007; November 17, 2008; and December 23, 2008)(the “Employment Agreement”),
or Silicon Graphics International Corp. Executive Change in Control Severance
Benefit Plan (the “Severance Plan”)), or any other benefits before or after the
Separation Date, with the exception of any vested right you may have under the
express terms of a written ERISA-qualified benefit plan (e.g., 401(k) account)
or any vested options.

4. Return Of Company Property. By June 22, 2011, you agree
to return to the Company all Company documents (and all copies thereof) and
other Company property which you have in your possession or control, including,
but not limited to, Company files, notes, drawings, records, plans, forecasts,
reports, studies, analyses, proposals, agreements, financial information,
research and development information, sales and marketing information, customer
lists, prospect information, pipeline reports, sales reports, operational and
personnel information, specifications, code, software, databases,
computer-recorded information, tangible property and equipment (including, but
not limited to, computers, facsimile machines, mobile telephones, servers),
credit cards, entry cards, identification badges and keys; and any materials of
any kind which contain or embody any proprietary or confidential information of
the Company (and all reproductions thereof in whole or in part). You agree that
you will make a diligent search to locate any such documents,

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property and information. If you have used any personally owned computer,
server, or e-mail system to receive, store, review, prepare or transmit any
Company confidential or proprietary data, materials or information, by June 22,
2011, you shall provide the Company with a computer-useable copy of such
information and then permanently delete and expunge such Company confidential or
proprietary information from those systems; and you agree to provide the Company
access to your system as requested to verify that the necessary copying and/or
deletion is done. Your timely compliance with this paragraph is a condition
precedent to your receipt of the Severance Benefits provided under this
Agreement.

5. Proprietary Information Obligations. You agree to refrain
from any use or disclosure of the Company’s confidential or proprietary
information or materials (including, but not limited to, sales and marketing
information, customer information, product and manufacturing information,
financial information, personnel and compensation information, and operational
and training information). Additionally, you reaffirm your obligation to comply
with the Employee Proprietary Information and Inventions Agreement (the “PIIA”)
you previously signed (attached hereto as Exhibit A), it being understood and
agreed between the parties that the providing of legal services to a person who
entity which does not compete with the Company will not be deemed a business
activity that is or may be competitive with the Company.

6. Nondisparagement. You agree not to disparage the Company,
its officers, directors, employees, shareholders, and agents, and the Company
(through its officers and directors) agrees not to disparage you, in any manner
likely to be harmful to his/its business, business reputation, or personal
reputation; provided that you and Company will respond accurately and fully to
any question, inquiry or request for information when required by legal process.

7. Cooperation and Assistance. You agree that you will not
voluntarily provide assistance, information or advice, directly or indirectly
(including through agents or attorneys), to any person or entity in connection
with any claim or cause of action of any kind brought against the Company, nor
shall you induce or encourage any person or entity to bring such claims.
However, it will not violate this Agreement if you testify truthfully when
required to do so by a valid subpoena or under similar compulsion of law.
Further, you agree to voluntarily cooperate with the Company if you have
knowledge of facts relevant to any threatened or pending litigation against the
Company by making yourself reasonably available for interviews with the
Company’s counsel, for preparing for and providing deposition testimony, and for
preparing for and providing trial testimony.

8. No Admissions. You understand and agree that the promises
and payments in consideration of this Agreement shall not be construed to be an
admission of any liability or obligation by the Company to you or to any other
person, and that the Company makes no such admission.

9. Release of Claims.

(a) General Release. In exchange for the consideration under
this Agreement to which you would not otherwise be entitled, you hereby
generally and completely release the Company and its directors, officers,
employees, shareholders, partners, agents, attorneys, predecessors, successors,
parent and subsidiary entities, insurers, affiliates, and assigns (collectively,
the “Released Parties”) of and from any and all claims, liabilities and
obligations, both known and unknown, that arise out of or are in any way related
to events, acts, conduct, or omissions occurring prior to or on the date that
you sign this Agreement (collectively, the “Released Claims”).

(b) Scope of Release. The Released Claims include, but are
not limited to: (a) all claims arising out of or in any way related to your
employment with the Company, or the termination of that employment; (b) all
claims related to your compensation or benefits from the Company, including
salary,

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bonuses, commissions, vacation pay, expense reimbursements, severance pay,
fringe benefits, stock, stock options, or any other ownership interests in the
Company; (c) all claims for breach of contract, wrongful termination, and breach
of the implied covenant of good faith and fair dealing; (d) all tort claims,
including claims for fraud, defamation, emotional distress, and discharge in
violation of public policy; and (e) all federal, state, and local statutory
claims, including claims for discrimination, harassment, retaliation, attorneys’
fees, or other claims arising under the federal Civil Rights Act of 1964 (as
amended), the federal Americans with Disabilities Act of 1990, the federal Age
Discrimination in Employment Act of 1967 (as amended) (the “ADEA”), the
California Labor Code (as amended), and the California Fair Employment and
Housing Act (as amended).

(c) Excluded Claims. Notwithstanding the foregoing, the
following are not included in the Released Claims (the “Excluded Claims”): (a)
any rights or claims for indemnification you may have pursuant to any written
indemnification agreement with the Company to which you are a party, the
charter, bylaws, or operating agreements of the Company, or under applicable
law; (b) any rights which are not waivable as a matter of law; or (c) any claims
arising from the breach of this Agreement. In addition, nothing in this
Agreement prevents you from filing, cooperating with, or participating in any
proceeding before the Equal Employment Opportunity Commission, the Department of
Labor, or the California Department of Fair Employment and Housing or the U.S.
Securities and Exchange Commission, except that you hereby waive your right to
any monetary benefits in connection with any such claim, charge or proceeding.
You hereby represent and warrant that, other than the Excluded Claims, you are
not aware of any claims you have or might have against any of the Released
Parties that are not included in the Released Claims.

10. ADEA Waiver. You hereby acknowledge that you are
knowingly and voluntarily waiving and releasing any rights you may have under
the ADEA, and that the consideration given for the waiver and release you have
given in this Agreement is in addition to anything of value to which you were
already entitled. You further acknowledge that you have been advised by this
writing, as required by the ADEA, that: (a) your waiver and release do not apply
to any rights or claims that may arise after the date you sign this Agreement;
(b) you should consult with an attorney prior to signing this Agreement
(although you may voluntarily decide not to do so); (c) you have twenty-one (21)
days to consider this Agreement (although you may choose voluntarily to sign
this Agreement sooner); (d) you have seven (7) days following the date you sign
this Agreement to revoke this Agreement (in a written revocation sent to and
received by the Company’s Human Resource Director); and (e) this Agreement will
not be effective until the date upon which the revocation period has expired,
which will be the eighth day after you sign this Agreement (the “Effective
Date”).

11. Section 1542 Waiver. In giving the release herein, which
includes claims which may be unknown to you at present, you acknowledge that you
have read and understand Section 1542 of the California Civil Code, which reads
as follows: “A general release does not extend to claims which the creditor does
not know or suspect to exist in his or her favor at the time of executing the
release, which if known by him or her must have materially affected his or her
settlement with the debtor.” You hereby expressly waive and relinquish all
rights and benefits under that section and any law of any other jurisdiction of
similar effect with respect to your release of claims herein, including but not
limited to your release of unknown claims.

12. Representations. You hereby represent that you have
been paid all compensation owed and for all hours worked, have received all the
leave and leave benefits and protections for which you are eligible pursuant to
the Family and Medical Leave Act, the California Family Rights Act, or
otherwise, and have not

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suffered any on-the-job injury for which you have not already filed a
workers’ compensation claim.

13. Dispute Resolution. To ensure rapid and economical
resolution of any disputes regarding this Agreement, the parties hereby agree
that any and all claims, disputes or controversies of any nature whatsoever
arising out of, or relating to, this Agreement, or its interpretation,
enforcement, breach, performance or execution, your employment with the Company,
or the termination of such employment, shall be resolved, to the fullest extent
permitted by law, by final, binding and confidential arbitration in San Jose, CA
conducted before a single arbitrator by JAMS, Inc. (“JAMS”) or its successor,
under the then applicable JAMS arbitration rules. The prevailing party in any
such arbitration proceeding shall be entitled to recover their own attorneys’
fees and costs. The parties each acknowledge that by agreeing to this
arbitration procedure, they waive the right to resolve any such dispute, claim
or demand through a trial by jury or judge or by administrative proceeding. You
will have the right to be represented by legal counsel at any arbitration
proceeding. The arbitrator shall: (i) have the authority to compel adequate
discovery for the resolution of the dispute and to award such relief as would
otherwise be available under applicable law in a court proceeding; and (ii)
issue a written statement signed by the arbitrator regarding the disposition of
each claim and the relief, if any, awarded as to each claim, the reasons for the
award, and the arbitrator’s essential findings and conclusions on which the
award is based. The arbitrator, and not a court, shall also be authorized to
determine whether the provisions of this paragraph apply to a dispute,
controversy, or claim sought to be resolved in accordance with these arbitration
procedures. Nothing in this Agreement is intended to prevent either you or the
Company from obtaining injunctive relief in court to prevent irreparable harm
pending the conclusion of any arbitration.

14. Miscellaneous. This Agreement, including Exhibit A (the
PIIA), constitutes the complete, final and exclusive embodiment of the entire
Agreement between you and the Company with regard to its subject matter. It is
entered into without reliance on any promise or representation, written or oral,
other than those expressly contained herein, and it supersedes any other such
promises, warranties or representations, including without limitation any
promises or representations regarding severance benefits contained in the
Employment Agreement or the Severance Plan. This Agreement may not be modified
or amended except in a writing signed by both you and a duly authorized officer
of the Company. This Agreement will bind the heirs, personal representatives,
successors and assigns of both you and the Company, and inure to the benefit of
both you and the Company, their heirs, successors and assigns. If any provision
of this Agreement is determined to be invalid or unenforceable, in whole or in
part, this determination will not affect any other provision of this Agreement
and the provision in question will be modified so as to be rendered enforceable.
This Agreement will be deemed to have been entered into and will be construed
and enforced in accordance with the laws of the State of California without
regard to conflict of laws principles. Any ambiguity in this Agreement shall not
be construed against either party as the drafter. Any waiver of a breach of this
Agreement shall be in writing and shall not be deemed to be a waiver of any
successive breach. This Agreement may be executed in counterparts and facsimile
signatures will suffice as original signatures.

If this Agreement is acceptable to you, please sign below and return to the
Company’s Senior Vice President of Human Resources. You have twenty-one (21)
calendar days to decide whether you would like to accept this Agreement, and the
Company’s offer contained herein will automatically expire if you do not sign it
within this timeframe and return the fully signed Agreement promptly thereafter.

We wish you the best in your future endeavors.

Sincerely,

Silicon Graphics International Corp.

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By: /s/ Jennifer Pratt Jennifer L. Pratt, SVP Human
Resources

I have read, understand and agree fully to the foregoing
Agreement:

/s/ Maurice Leibenstern Maurice Leibenstern

June 22, 2011 Date

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Exhibit A – Proprietary Information and Inventions Agreement

RACKABLE SYSTEMS, INC.

EMPLOYEE PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT

In consideration of my employment by Rackable Systems, Inc., a Delaware
corporation (formerly known as Rackable Corporation)(together, with my former
employer, Rackable Systems, Inc. and its predecessors, the “Company”), I hereby
agree to the following with respect to my use and development of information and
technology of the Company, as more fully set out below.

1. Proprietary Information.

(a) Confidential Restrictions. I agree to hold in strict confidence
and in trust for the sole benefit of the Company all Proprietary Information (as
defined below) that I may have access to during the course of my employment with
the Company and will not disclose any Proprietary Information, directly or
indirectly, to anyone outside of the Company, or use, copy, publish, summarize,
or remove from Company premises such information (or remove from the premises
any other property of the Company) except (i) during my employment to the extent
necessary to carry out my responsibilities as an employee of the Company or (ii)
after termination of my employment, as specifically authorized by the President
of the Company. I further understand that the publication of any Proprietary
Information through literature or speeches must be approved in advance in
writing by the President of the Company. “Proprietary Information” shall mean
all information and any idea in whatever form, tangible or intangible, whether
disclosed to or learned or developed by me, pertaining in any manner to the
business of the Company (or any affiliate of it that might be formed) or to the
Company’s customers, suppliers, licensors and other commercial partners unless:
(i) the information is or becomes publicly known through lawful means; (ii) the
information was rightfully in my possession or part of my general knowledge
prior to my employment by the Company; or (iii) the information is disclosed to
me without confidential or proprietary restriction by a third party who
rightfully possesses the information (without confidential or proprietary
restriction) and did not learn of it, directly or indirectly, from the Company.

(b) Third Party Information. I recognize that the Company has received
and in the future will receive from third parties their confidential or
proprietary information subject to a duty on the Company’s part to maintain the
confidentiality of such information and to use it only for certain limited
purposes. I agree that I owe the Company and such third parties, during the term
of my employment and thereafter, a duty to hold all such confidential or
proprietary information in the strictest confidence and not to disclose it to
any person, firm, or corporation (except as necessary in carrying out my work
for the Company consistent with the Company’s agreement with such third party)
or to use it for the benefit of anyone other than for the Company or such third
party (consistent with the Company’s agreement with such third party) without
the express written authorization of the President of the Company.

(c) Interference with Business. I hereby acknowledge that pursuit of
the activities forbidden by this Section 1(c) would necessarily involve the use
or disclosure of Proprietary Information in breach of Section 1, but that proof
of such breach would be extremely difficult. To forestall such disclosure, use,
and breach, I agree that for the term of this Agreement and for a period of one
(1) year after termination of my employment with the Company, I shall not, for
myself or any third party, directly or indirectly (i) divert or attempt to
divert from the Company (or any affiliate of it that might be formed) any
business of any kind in which it is engaged, including, without limitation, the
solicitation of or interference with any of its suppliers or customers; (ii)
employ, solicit for employment, or recommend for employment any person employed
by the Company (or by any affiliate of it that might be formed) during the
period of such person’s employment and for a period of one (1) year thereafter;
or (iii) engage in any business activity that is or may be competitive

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with the Company (or any affiliate of it that might be formed). I understand
that none of my activities will be prohibited under this Section 1(c) if I can
prove that the action was taken without the use in any way of Proprietary
Information.

2. Inventions.

(a) Defined; Statutory Notice. I understand that during the term of my
employment, there are certain restrictions on my development of technology,
ideas, and inventions, referred to in this Agreement as “Invention Ideas.” The
term Invention Ideas means any and all ideas, processes, trademarks, service
marks, inventions, technology, computer programs, original works of authorship,
designs, formulas, discoveries, patents, copyrights, and all improvements,
rights, and claims related to the foregoing that are conceived, developed, or
reduced to practice by me alone or with others except to the extent that
California Labor Code Section 2870 lawfully prohibits the assignment of rights
in such ideas, processes, inventions, etc. I understand that Section 2870(a)
provides: Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using the employer’s
equipment, supplies, facilities, or trade secret information except for those
inventions that either:

(1) Relate at the time of conception or reduction to practice of the
invention to the employer’s business, or actual or demonstrably anticipated
research or development of the employer.
(2) Result from any work performed by the employee for the employer.

(b) Records of Invention Ideas. I agree to maintain adequate and
current written records on the development of all Invention Ideas and to
disclose promptly to the Company all Invention Ideas and relevant records, which
records will remain the sole property of the Company. I further agree that all
information and records pertaining to any idea, process, trademark, service
mark, invention, technology, computer program, original work of authorship,
design, formula, discovery, patent, or copyright that I do not believe to be an
Invention Idea, but is conceived, developed, or reduced to practice by me (alone
or with others) during my period of employment or during the one-year period
following termination of my employment, shall be promptly disclosed to the
Company (such disclosure to be received in confidence). The Company shall
examine such information to determine if in fact the idea, process, or
invention, etc., is an Invention Idea subject to this Agreement.

(c) Assignment. I agree to assign to the Company, without further
consideration, my entire right, title, and interest (throughout the United
States and in all foreign countries), free and clear of all liens and
encumbrances, in and to each Invention Idea, which shall be the sole property of
the Company, whether or not patentable. In the event any Invention Idea shall be
deemed by the Company to be patentable or otherwise registrable, I will assist
the Company (at its expense) in obtaining letters patent or other applicable
registrations thereon and I will execute all documents and do all other things
(including testifying at the Company’s expense) necessary or proper to obtain
letters patent or other applicable registrations thereon and to vest the Company
with full title thereto. Should the Company be unable to secure my signature on
any document necessary to apply for, prosecute, obtain, or enforce any patent,
copyright, or other right or protection relating to any Invention Idea, whether
due to my mental or physical incapacity or any other cause, I hereby irrevocably
designate and appoint the Company and each of its duly authorized officers and
agents as my agent and attorney-in-fact, to act for and in my behalf and stead,
to execute and file any such document, and to do all other lawfully permitted
acts to further the prosecution, issuance, and enforcement of patents,

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copyrights, or other rights or protections with the same force and effect as
if executed and delivered by me.

(d) Exclusions. Except as disclosed in Exhibit A, there are no ideas,
processes, trademarks, service marks, inventions, technology, computer programs,
original works of authorship, designs, formulas, discoveries, patents,
copyrights, or improvements to the foregoing that I wish to exclude from the
operation of this Agreement.

(e) Post-Termination Period. I acknowledge that because of the
difficulty of establishing when any idea, process, invention, etc., is first
conceived or developed by me, or whether it results from access to Proprietary
Information or the Company’s equipment, facilities and data, I agree that any
idea, process, trademark, service mark, invention, technology, computer program,
original work of authorship, design, formula, discovery, patent, copyright, or
any improvement, rights, or claims related to the foregoing shall be presumed to
be an Invention Idea if it is conceived, developed, used, sold, exploited, or
reduced to practice by me or with my aid within one (1) year after my
termination of employment with the Company. I can rebut the above presumption if
I prove that the invention, idea, process, etc., is not an Invention Idea as
defined in paragraph 2(a). I hereby acknowledge that pursuit of the activities
forbidden by this Section 1(e) would necessarily involve the use or disclosure
of Proprietary Information in breach of Section 1, but that proof of such breach
would be extremely difficult. To forestall such disclosure, use, and breach, I
agree that for the term of this Agreement and for a period of two (2) years
after termination of my employment with the Company, I shall not, for myself or
any third party, directly or indirectly (i) divert or attempt to divert from the
Company (or any affiliate of it that might be formed) any business of any kind
in which it is engaged, including, without limitation, the solicitation of or
interference with any of its suppliers or customers; (ii) employ, solicit for
employment, or recommend for employment any person employed by the Company (or
by any affiliate of it that might be formed) during the period of such person’s
employment and for a period of one (1) year thereafter; or (iii) engage in any
business activity that is or may be competitive with the Company (or any
affiliate of it that might be formed). I understand that none of my activities
will be prohibited under this Section 1(e) if I can prove that the action was
taken without the use in any way of Proprietary Information.

I understand that nothing in this Agreement is intended to expand the scope
of protection provided me by Sections 2870 through 2872 of the California Labor
Code.

3. Former or Conflicting Obligations. During my
employment with the Company, I will not disclose to the Company, or use, or
induce the Company to use, any proprietary information or trade secrets of
others. I represent that my performance of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by me in
confidence or in trust prior to my employment by the Company. I certify that I
have no outstanding agreement or obligation that is in conflict with any of the
provisions of this Agreement, or that would preclude me from complying with the
provisions hereof. I further certify that during the term of my employment with
the Company, I will not engage in any other employment, occupation, consulting
or other business activity directly related to the business in which the Company
is now involved or becomes involved during the term of such employment.

4. Notification Rights of the Company. I further
agree that the Company shall have the right at all times to notify any New
Employer (at the Company’s sole discretion) of the existence of this Employee
Proprietary Information and Inventions Agreement, its terms and my obligations
hereunder, as well as the existence of any other agreement entered into by me
and the Company that imposes certain obligations to me after termination of
employment with the Company.

5. Government Contracts. I understand that the
Company has or may enter into contracts with

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the government under which certain intellectual property rights will be
required to be protected, assigned, licensed, or otherwise transferred and I
hereby agree to execute such other documents and agreements as are necessary to
enable the Company to meet its obligations under any such government contracts.

6. Termination. I hereby acknowledge and agree that
all personal property, including, without limitation, all books, manuals,
records, models, drawings, reports, notes, contracts, lists, blueprints, and
other documents or materials or copies thereof, Proprietary Information, and
equipment furnished to or prepared by me in the course of or incident to my
employment, belong to the Company and will be promptly returned to the Company
upon termination of my employment with the Company. Following my termination, I
will not retain any written or other tangible material containing any
Proprietary Information or information pertaining to any Invention Idea. I
understand that my obligations contained herein will survive the termination of
my employment. In the event of termination of my employment, I agree to sign and
deliver to the Company a Termination Certificate in the form attached hereto as
Exhibit B.

7. Miscellaneous Provisions.

(a) Assignment. I agree that the Company may assign to another person
or entity any of its rights under this Agreement, including, without limitation,
any successor in interest to the Company or its business operations. This
Agreement shall be binding upon me and my heirs, executors, administrators, and
successors, and shall inure to the benefit of the Company’s successors and
assigns.

(b) Governing Law; Severability. The validity, interpretation,
enforceability, and performance of this Agreement shall be governed by and
construed in accordance with the laws of the State of California. If any
provision of this Agreement, or application thereof to any person, place, or
circumstance, shall be held by a court of competent jurisdiction to be invalid,
unenforceable, or void, the remainder of this Agreement and such provisions as
applied to other persons, places, and circumstances shall remain in full force
and effect.

(c) Entire Agreement. The terms of this Agreement are the final
expression of my agreement with respect to the subject matter hereof and may not
be contradicted by evidence of any prior or contemporaneous agreement. This
Agreement shall constitute the complete and exclusive statement of its terms and
no extrinsic evidence whatsoever may be introduced in any judicial,
administrative, or other legal proceeding involving this Agreement.

(d) Application of this Agreement. I hereby agree that my obligations
set forth in Sections 1 and Section 2 hereof and the definitions of Proprietary
Information and Invention Ideas contained therein shall be equally applicable to
Proprietary Information and Invention Ideas relating to any work performed by me
for the Company prior to the execution of this Agreement.

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pages follow.]

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IN WITNESS WHEREOF, the parties hereto have caused this Employee Proprietary
and Inventions Agreement to be duly executed as of the date hereof.

Date: 9/19/07			/s/ MAURICE LEIBENSTERN
			Signature
			Maurice Liebenstern
			Printed Name

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EXHIBIT A

Employee’s Prior Inventions

Except as set forth below, there are no ideas, processes, trademarks, service
marks, inventions, technology, computer programs, original works of authorship,
designs, formulas, discoveries, patents, copyrights, or any claims, rights, or
improvements to the foregoing that I wish to exclude from the operation of this
Agreement:

[write NONE if there are none]

None

Date: 9/19/07			/s/ MAURICE LEIBENSTERN
			Signature
			Maurice Liebenstern
			Printed Name