THE ECONOMIC BENEFIT RECEIVABLE BY EMPLOYEE
UNDER THIS CONTRACT, COMPANY SHALL PAY TO EMPLOYEE A REIMBURSEMENT AMOUNT WHICH
WILL HAVE THE EFFECT OF OFFSETTING (ON AN AFTER-TAX BASIS) THE AMOUNT OF SUCH
ECONOMIC BENEFIT LOST.
(E)
EMPLOYEE SHALL NOT BE REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT
PROVIDED FOR IN THIS SUBPARAGRAPH (3) BY SEEKING OTHER EMPLOYMENT OR OTHERWISE,
NOR SHALL THE AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS SUBPARAGRAPH (3) BE
REDUCED BY ANY COMPENSATION EARNED BY EMPLOYEE AS THE RESULT OF SELF-EMPLOYMENT
OR EMPLOYMENT BY ANOTHER EMPLOYER.
B.
BY EMPLOYEE.
IF SUCH TERMINATION IS CAUSED BY EMPLOYEE FOR ANY REASON,
COMPANY WILL HAVE NO OBLIGATION TO PAY TO EMPLOYEE ANY COMPENSATION OR FRINGE
BENEFITS FOLLOWING THE DATE OF TERMINATION.
9.
DISCLOSURE OF CONFIDENTIAL INFORMATION; COVENANT NOT TO COMPETE.
COMPANY
POSSESSES SECRET AND CONFIDENTIAL EQUIPMENT, TECHNIQUES, PROCESSES, PROCEDURES,
TECHNICAL DATA AND INFORMATION, AND CUSTOMER LISTS USED OR INTENDED FOR
UTILIZATION IN ITS OPERATIONS OF WHICH EMPLOYEE HAS OBTAINED OR MAY OBTAIN
KNOWLEDGE, AND COMPANY WOULD SUFFER SERIOUS HARM IF THIS CONFIDENTIAL
INFORMATION WERE DISCLOSED OR IF EMPLOYEE USED THIS INFORMATION TO COMPETE
AGAINST COMPANY.
FURTHER, EMPLOYEE IN THE PERFORMANCE OF SERVICES HEREUNDER MAY
DEVELOP OR CONCEIVE NEW AND ADDITIONAL INVENTIONS AND IMPROVEMENTS WITH RESPECT
TO SUCH MATTERS.
ACCORDINGLY, EMPLOYEE HEREBY AGREES THAT SIMULTANEOUSLY WITH
THE EXECUTION OF THIS CONTRACT HE SHALL EXECUTE AND DELIVER TO COMPANY AND
THEREAFTER ABIDE BY THE TERMS OF A "CONFIDENTIALITY AGREEMENT AND COVENANT NOT
TO COMPETE" AND "DISCLOSURE AND INVENTION AGREEMENT," COPIES OF EACH OF WHICH
ARE ATTACHED HERETO RESPECTIVELY AS EXHIBITS "B" AND "C" AND INCORPORATED HEREIN
BY REFERENCE.
10.
REMEDIES.
EMPLOYEE AGREES THAT IN THE EVENT OF HIS BREACH OF HIS
COVENANTS AND AGREEMENTS CONTAINED OR REFERENCED IN THIS CONTRACT, COMPANY SHALL
BE ENTITLED TO OBTAIN INJUNCTIVE OR SIMILAR RELIEF FROM A COURT OF COMPETENT
JURISDICTION.
THE COVENANTS CONTAINED IN EXHIBITS "B" AND "C" HEREOF SHALL BE
CONSTRUED AS AGREEMENTS INDEPENDENT OF ANY OTHER AGREEMENTS BETWEEN COMPANY AND
EMPLOYEE, AND THE EXISTENCE OF ANY CLAIM OR CAUSE OF ACTION OF EMPLOYEE AGAINST
COMPANY, WHETHER PREDICATED ON THIS CONTRACT OR OTHERWISE, SHALL NOT CONSTITUTE
A DEFENSE TO THE ENFORCEMENT BY COMPANY OF THOSE CONVEYANCES.
COMPANY SHALL BE
ENTITLED TO REASONABLE ATTORNEYS' FEES AND RELATED LEGAL COSTS IN THE EVENT OF A
BREACH, OR ATTEMPTED BREACH, OF SUCH COVENANTS BY THE EMPLOYEE.
THE REMEDIES OF
COMPANY AND EMPLOYEE UNDER THIS CONTRACT ARE CUMULATIVE AND WILL NOT
7
EXCLUDE ANY OTHER REMEDIES TO WHICH ANY PARTY MAY BE ENTITLED HEREUNDER,
INCLUDING A RIGHT OF OFFSET, WHETHER AT LAW OR IN EQUITY.
11.
NOTICES.
ALL NOTICES ALLOWED OR REQUIRED TO BE GIVEN HEREUNDER MUST BE IN
WRITING AND DISPATCHED BY UNITED STATES CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, TO THE ADDRESS OF THE PARTY ENTITLED TO SUCH NOTICE SHOWN AT THE END
OF THIS CONTRACT.
EITHER PARTY HERETO MAY CHANGE THE ADDRESS TO WHICH ANY SUCH
NOTICE IS TO BE ADDRESSED BY GIVING NOTICE IN WRITING TO THE OTHER PARTY OF SUCH
CHANGE.
ANY