THE EXTENT OF ANY AMOUNTS THAT THE
EXECUTIVE OWES TO THE COMPANY UNDER THIS SECTION 10 AS A FORFEITURE FOLLOWING A
PAYMENT TO THE EXECUTIVE UNDER SECTION 6(B), OTHER THAN ACCRUED BENEFITS, TO
WHICH HE IS NO LONGER ENTITLED DUE TO SUCH VIOLATION. WHETHER OR NOT THE COMPANY
ELECTS TO MAKE ANY SET-OFF IN WHOLE OR IN PART, IF THE COMPANY DOES NOT RECOVER
BY MEANS OF SET-OFF THE FULL AMOUNT THE EXECUTIVE OWES TO THE COMPANY, THE
EXECUTIVE AGREES TO PAY IMMEDIATELY THE UNPAID BALANCE TO THE COMPANY.
11.
DEVELOPMENTS.
(A)
AGREEMENT TO BRING ALL DEVELOPMENTS TO THE ATTENTION OF THE
COMPANY. DURING THE COURSE OF EMPLOYMENT WITH THE COMPANY, EXECUTIVE MAY
CONCEIVE ENHANCEMENTS TO THE PRODUCTS MANUFACTURED OR SOLD BY
THE COMPANY OR
MAY CONCEIVE NEW PRODUCTS WHICH PERFORM FUNCTIONS SIMILAR TO PRODUCTS
MANUFACTURED OR SOLD BY THE COMPANY OR MAY CONCEIVE OTHER NEW PRODUCTS RELATED
TO THE BUSINESS OF THE COMPANY OR MAY DEVELOP IDEAS, PLANS AND OPPORTUNITIES.
EXECUTIVE SHALL DISCLOSE PROMPTLY AND FULLY TO THE COMPANY ANY AND ALL IDEAS,
BUSINESS DEVELOPMENTS, PLANS AND OPPORTUNITIES, NEW PRODUCTS OR SYSTEMS,
INVENTIONS, DISCOVERIES, ENHANCEMENTS AND IMPROVEMENTS
("DEVELOPMENTS"),
WHETHER OR NOT PATENTABLE OR SUBJECT TO COPYRIGHTS, CONCEIVED OR MADE BY
EXECUTIVE DURING THE EMPLOYMENT PERIOD, DURING WORK HOURS OR OTHERWISE AND ON
THE COMPANY'S PREMISES OR OTHERWISE. EMPLOYEE RECOGNIZES THAT PURSUANT TO THIS
ARRANGEMENT THAT THE COMPANY MAY DEVELOP A NEW PRODUCT THAT GENERATES WIDESPREAD
MARKET APPEAL.
(B)
AGREEMENT THAT ALL DEVELOPMENTS ARE PROPERTY OF THE COMPANY.
EXECUTIVE AGREES THAT ALL DEVELOPMENTS SHALL BE THE SOLE PROPERTY OF THE
COMPANY, AND EXECUTIVE HEREBY ASSIGNS TO THE COMPANY, WITHOUT FURTHER
COMPENSATION, ALL OF HIS RIGHT, TITLE, AND INTEREST IN AND TO SUCH DEVELOPMENTS
AND ANY AND ALL RELATED PATENTS, PATENT APPLICATIONS, COPYRIGHTS, COPYRIGHT
APPLICATIONS, TRADEMARKS, AND TRADE NAMES IN THE UNITED STATES AND ELSEWHERE.
EXECUTIVE SHALL ASSIST THE COMPANY IN OBTAINING AND ENFORCING PATENT, COPYRIGHT,
AND ANY OTHER FORMS OF LEGAL PROTECTION FOR THE DEVELOPMENTS IN ANY COUNTRY.
UPON REQUEST, EXECUTIVE WILL SIGN ALL APPLICATIONS, ASSIGNMENTS, INSTRUMENTS AND
PAPERS TO PERFORM ALL ACTS NECESSARY OR DESIRED BY THE COMPANY TO ASSIGN ALL
SUCH DEVELOPMENTS COMPLETELY TO THE COMPANY AND TO ENABLE THE COMPANY, ITS
SUCCESSORS, ASSIGNS AND NOMINEES, TO SECURE AND
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ENJOY THE FULL AND EXCLUSIVE BENEFITS AND ADVANTAGES THEREOF. EXECUTIVE WILL
NOT, AT ANY TIME, EITHER DURING THE TERM OF THIS AGREEMENT OR THEREAFTER,
DISCLOSE TO OTHERS, OR USE FOR HIS OWN BENEFIT OR THE BENEFIT OF OTHERS, ANY OF
THE DEVELOPMENTS. EXECUTIVE AGREES THAT THE ENHANCEMENT AND DEVELOPMENT OF ALL
DEVELOPMENTS CAPABLE OF COPYRIGHT PROTECTION IS "WORK FOR HIRE" WITHIN THE
MEANING OF THE COPYRIGHT ACT OF 1976. THESE OBLIGATIONS SHALL CONTINUE BEYOND
THE TERMINATION DATE WITH RESPECT TO DEVELOPMENTS, WHETHER PATENTABLE OR NOT,
CONCEIVED OR MADE BY EXECUTIVE DURING HIS EMPLOYMENT WITH THE COMPANY, AND SHALL
BE BINDING UPON EXECUTIVE'S ASSIGNS, PERSONAL REPRESENTATIVES, ADMINISTRATORS
AND OTHER LEGAL REPRESENTATIVES.
(C)
PENALTY FOR VIOLATION. IN THE EVENT IT IS DETERMINED THAT THE
EXECUTIVE HAS VIOLATED THE PROVISIONS