OR OTHER ANALOGOUS PROTECTION RELATING TO A DEVELOPMENT, WHETHER
BECAUSE OF EXECUTIVE'S PHYSICAL OR MENTAL INCAPACITY OR FOR ANY OTHER REASON
WHATSOEVER, EXECUTIVE IRREVOCABLY DESIGNATES AND APPOINTS THK AND ITS DULY
AUTHORIZED OFFICERS AND AGENTS AS HIS AGENTS AND ATTORNEYS-IN-FACT TO ACT FOR
AND IN HIS BEHALF AND STEAD TO EXECUTE AND FILE ANY SUCH APPLICATION OR
APPLICATIONS AND TO DO ALL OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE
PROSECUTION AND ISSUANCE OF LETTERS PATENT, COPYRIGHT OR OTHER ANALOGOUS
PROTECTION THEREON, WITH THE SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY
EXECUTIVE. THK, THK AFFILIATES, THEIR LICENSEES, SUCCESSORS AND ASSIGNS (DIRECT
OR INDIRECT), ARE NOT REQUIRED TO DESIGNATE EXECUTIVE AS THE INVENTOR OR AUTHOR
OF ANY DEVELOPMENT, WHEN SUCH DEVELOPMENT IS DISTRIBUTED PUBLICLY OR OTHERWISE.
EXECUTIVE WAIVES AND RELEASES, TO THE EXTENT PERMITTED BY LAW, ALL OF HIS RIGHTS
TO SUCH DESIGNATION AND ANY RIGHTS CONCERNING FUTURE MODIFICATIONS OF SUCH
DEVELOPMENTS.
12.
POSSESSION OF OTHER MATERIALS.
EXECUTIVE REPRESENTS THAT HE WILL
NOT USE IN THE PERFORMANCE OF EXECUTIVE'S RESPONSIBILITIES FOR THK, ANY
MATERIALS OR DOCUMENTS OF A FORMER EMPLOYER WHICH ARE NOT GENERALLY AVAILABLE TO
THE PUBLIC OR WHICH DID NOT BELONG TO EXECUTIVE, UNLESS EXECUTIVE HAS OBTAINED
WRITTEN AUTHORIZATION FROM THE FORMER EMPLOYER OR OTHER OWNER FOR THEIR
POSSESSION AND USE AND PROVIDED THK WITH A COPY THEREOF
13.
INDEMNIFICATION.
EXECUTIVE AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS THK AND ALL THK AFFILIATES, AND EACH OF THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES AND SHAREHOLDERS FROM AND AGAINST ALL LIABILITIES,
OBLIGATIONS, LOSSES, EXPENSES, COSTS (INCLUDING ATTORNEYS FEES), CLAIMS,
DEFICIENCIES AND DAMAGES INCURRED OR SUFFERED BY THK AND ANY THK AFFILIATE AND
EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS AND SHAREHOLDERS, RESULTING FROM:
(A) EXECUTIVE'S BREACH OF THE TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED
TO ANY BREACH OF EXECUTIVE'S REPRESENTATIONS, WARRANTIES AND COVENANTS, OR (B)
EXECUTIVE'S BREACH OF ANY AGREEMENT WITH A THIRD PARTY RESTRICTING COMPETITION,
INTELLECTUAL PROPERTY, CONFIDENTIAL INFORMATION OR DISCLOSURE, WITHOUT ANY
LIMITATIONS OR QUALIFICATIONS WHATSOEVER, AND AS AN EXPRESS INDUCEMENT TO THK TO
ENTER INTO THIS AGREEMENT, EXECUTIVE WAIVES ANY AND ALL ARGUMENTS, GROUNDS,
FACTS, CIRCUMSTANCES, REASONS, BASIS, AND DEFENSES WHATSOEVER, WHETHER BASED IN
LAW OR IN EQUITY, REGARDING THE FULL FORCE AND EFFECT AND LEGALLY BINDING NATURE
OF THIS AGREEMENT OF EXECUTIVE TO INDEMNIFY
AND HOLD HARMLESS THK AND EACH THK AFFILIATE AND EACH OF THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES AND SHAREHOLDERS, AS AFORESAID. THIS
INDEMNIFICATION PROVISION SHALL SURVIVE ANY TERMINATION OF EXECUTIVE'S
EMPLOYMENT RELATIONSHIP WITH THK.
14.
ASSIGNMENT.
THIS AGREEMENT MAY NOT BE ASSIGNED BY EXECUTIVE UNDER
ANY CIRCUMSTANCES. THIS AGREEMENT MAY BE ASSIGNED BY THK, OR TO ANY SUCCESSOR OF
THK IN CONNECTION WITH A MERGER, CONSOLIDATION, OR SALE OF ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF THK, SO LONG AS SUCH ASSIGNEE ASSUMES ALL OF THK'S
OBLIGATIONS HEREUNDER.
15.
NOTICES.
ANY NOTICE REQUIRED OR PERMITTED TO BE GIVEN UNDER THIS
AGREEMENT SHALL BE SUFFICIENT IF IN WRITING AND SENT BY REGISTERED OR CERTIFIED
MAIL, RETURN RECEIPT REQUESTED, TO THE FOLLOWING ADDRESS: