TO THE CHAIRMAN OF THE COMPANY'S BOARD OF DIRECTORS OF EVERY
CIRCUMSTANCE OF WHICH EXECUTIVE IS AWARE THAT MAY CONSTITUTE A VIOLATION OF ANY
LAW, REGULATION, LICENSING REQUIREMENT, CONTRACT REQUIREMENT, COMPANY POLICY OR
ETHICAL PRACTICE OF ANY KIND BY THE COMPANY, ANY OF ITS AFFILIATED
ORGANIZATIONS, OR ANY OF ITS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS,
INCLUDING EXECUTIVE.
10.
ACKNOWLEDGMENT OF INTELLECTUAL PROPERTY RIGHTS.
EXECUTIVE AGREES
THAT ALL IDEAS, INVENTIONS, TRADE SECRETS, KNOW-HOW, DOCUMENTS AND DATA OF ANY
KIND DEVELOPED IN CONNECTION WITH OR PURSUANT TO HIS EMPLOYMENT WITH THE COMPANY
ARE AND SHALL REMAIN THE EXCLUSIVE PROPERTY OF THE COMPANY.
THEREFORE, TO THE
EXTENT NOT ALREADY ASSIGNED, EXECUTIVE HEREBY ASSIGNS ALL SUCH INTELLECTUAL
PROPERTY RIGHTS TO THE COMPANY AND AGREES TO PROVIDE ANY REASONABLE ASSISTANCE
REQUIRED BY THE COMPANY TO PERFECT OR ENFORCE SUCH RIGHTS.
5
11.
NON-DISPARAGEMENT.
EXECUTIVE SHALL NOT MAKE ANY ORAL OR WRITTEN
COMMENTS THAT DISPARAGE, DISCREDIT OR OTHERWISE REFER TO THE COMPANY OR ITS
OFFICERS, DIRECTORS, EMPLOYEES, PRODUCTS, SERVICES OR BUSINESS PRACTICES IN A
NEGATIVE OR OTHERWISE DETRIMENTAL MANNER.
12.
CONSIDERATION AND REVOCATION.
EXECUTIVE ACKNOWLEDGES THAT HE HAS
CAREFULLY READ AND FULLY UNDERSTANDS ALL OF THE PROVISIONS OF THIS AGREEMENT.
EXECUTIVE FURTHER ACKNOWLEDGES THAT THE BENEFITS PROVIDED FOR IN THIS AGREEMENT
ARE GREATER THAN THOSE TO WHICH HE OTHERWISE WOULD BE ENTITLED BY ANY CONTRACT,
EMPLOYMENT POLICY, OR OTHERWISE.
EXECUTIVE FURTHER ACKNOWLEDGES THAT HE IS
ENTERING INTO THIS AGREEMENT VOLUNTARILY, THAT HE HAS BEEN PROVIDED MORE THAN
TWENTY-ONE (21) DAYS TO CONSIDER THE PROVISIONS SET FORTH IN THIS AGREEMENT, OR
HAS VOLUNTARILY WAIVED THE TWENTY-ONE (21) DAY CONSIDERATION PERIOD UPON ADVICE
OF COUNSEL.
EXECUTIVE UNDERSTANDS THAT HE HAS A RIGHT TO OBTAIN ADVICE OF LEGAL
COUNSEL OF HIS CHOOSING REGARDING THIS AGREEMENT PRIOR TO SIGNING IT AND IS
ENCOURAGED BY THE COMPANY TO DO SO.
FOR A PERIOD OF SEVEN (7) DAYS FOLLOWING
HIS SIGNING OF THIS AGREEMENT, EXECUTIVE MAY REVOKE IT, AND THIS AGREEMENT WILL
NOT BECOME ENFORCEABLE OR EFFECTIVE UNTIL THE SEVEN-DAY REVOCATION PERIOD HAS
EXPIRED.
TO REVOKE, EXECUTIVE MUST SEND A WRITTEN NOTICE OF REVOCATION THAT IS
RECEIVED BY THE COMPANY'S VICE PRESIDENT LEGAL AFFAIRS WITHIN THE SEVEN-DAY
REVOCATION PERIOD.
13.
NO OTHER INDUCEMENTS.
TO INDUCE THE COMPANY TO PROVIDE HIM THE
CONSIDERATION RECITED IN THIS AGREEMENT, EXECUTIVE VOLUNTARILY EXECUTES THIS
AGREEMENT, AND ACKNOWLEDGES THAT THE ONLY CONSIDERATION FOR EXECUTING THIS
AGREEMENT IS THAT RECITED HEREIN, AND THAT NO OTHER PROMISE, INDUCEMENT, THREAT,
AGREEMENT OR UNDERSTANDING OF ANY KIND HAS BEEN MADE BY ANYONE TO CAUSE HIM TO
EXECUTE THIS AGREEMENT.
14.
CONSEQUENCES OF BREACH.
IN THE EVENT THAT EXECUTIVE BREACHES ANY
OF THE PROMISES CONTAINED IN THIS AGREEMENT, THE COMPANY SHALL BE ENTITLED TO
IMMEDIATELY TERMINATE, AND BE RELIEVED OF PROVIDING, ALL REMAINING BENEFITS.
ANY SUCH TERMINATION, HOWEVER, SHALL NOT RELIEVE EXECUTIVE OF ANY OF THE
OBLIGATIONS CONTAINED IN THIS AGREEMENT, ALL OF WHICH SHALL REMAIN IN FULL FORCE
AND EFFECT.
ADDITIONALLY, IF ANY COURT OF COMPETENT JURISDICTION DETERMINES
THAT EITHER PARTY BREACHED THIS AGREEMENT, THE BREACHING PARTY SHALL