EXTENT PERMITTED BY APPLICABLE LAW.
8.
WITHHOLDING BY COMPANY.
YOU AUTHORIZE THE COMPANY TO WITHHOLD,
REPORT AND TRANSMIT TO EACH TAX AUTHORITY ALL INCOME, EMPLOYMENT AND EXCISE TAX
REQUIRED TO BE WITHHELD FROM ANY AMOUNTS PAYABLE UNDER THIS AGREEMENT.
YOU, AND
NOT THE COMPANY, WILL BE SOLELY RESPONSIBLE FOR ANY AND ALL TAXES, INCLUDING BUT
NOT LIMITED TO, EXCISE TAXES UNDER SECTIONS 280G AND 409A OF THE CODE, IN EXCESS
OF ANY REQUIRED TAX WITHHOLDING UNDER THE PRECEDING SENTENCE.
9.
NO MITIGATION.
FOLLOWING TERMINATION OF YOUR EMPLOYMENT FOR ANY
REASON YOU WILL BE UNDER NO OBLIGATION TO MITIGATE YOUR DAMAGES BY SEEKING OTHER
EMPLOYMENT, AND THERE WILL BE NO OFFSET AGAINST THE AMOUNTS DUE YOU UNDER
SECTION 7, EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 7(B)(III) OR FOR ANY
CLAIMS WHICH THE COMPANY MAY HAVE AGAINST YOU.
10.
PROPERTY RIGHTS, CONFIDENTIALITY, NON-SOLICIT AND NON-COMPETE
PROVISIONS.
(A)
COMPANY'S PROPERTY.
(I)
YOU MUST PROMPTLY DISCLOSE TO THE COMPANY IN WRITING ALL
INVENTIONS, DISCOVERIES, AND WORKS OF AUTHORSHIP, WHETHER OR NOT PATENTABLE OR
COPYRIGHTABLE, THAT ARE CONCEIVED, MADE, DISCOVERED, WRITTEN, OR CREATED BY YOU
ALONE OR JOINTLY WITH ANOTHER PERSON, GROUP, OR ENTITY, WHETHER DURING THE
NORMAL HOURS OF EMPLOYMENT AT THE COMPANY OR ON YOUR OWN TIME, DURING THE TERM
OF THIS AGREEMENT.
YOU AGREE TO ASSIGN ALL RIGHTS TO ALL SUCH INVENTIONS AND
WORKS OF AUTHORSHIP TO THE COMPANY.
YOU FURTHER AGREE TO GIVE THE COMPANY ANY
OF THE ASSISTANCE IT REASONABLY REQUIRES IN ORDER FOR THE COMPANY TO PERFECT,
PROTECT AND USE ITS RIGHTS TO INVENTIONS AND WORKS OF AUTHORSHIP.
This provision does not apply to an invention, discovery, or work of authorship
for which no equipment, supplies, facility, or trade secret information of the
Company was used and that was developed entirely on your own time and that does
not relate to the business of the Company, to the Company's anticipated research
or developments, or does not result from any work performed by you for the
Company.
(II)
YOU MAY NOT REMOVE ANY RECORDS, DOCUMENTS, OR ANY OTHER TANGIBLE
ITEMS (EXCLUDING YOUR PERSONAL PROPERTY) FROM THE PREMISES OF THE COMPANY IN
EITHER ORIGINAL OR DUPLICATE FORM, EXCEPT AS IS NEEDED IN THE ORDINARY COURSE OF
CONDUCTING BUSINESS FOR THE COMPANY.
6
(III)
UPON TERMINATION OF EMPLOYMENT WITH THE COMPANY, OR AT ANY OTHER
TIME UPON THE COMPANY'S REQUEST, COMPLY WITH THE REQUIREMENTS OF SECTION 13
HEREIN.
(B)
CONFIDENTIAL INFORMATION.
(I)
PURPOSE AND SCOPE.
THE COMPANY WILL, IN THE COURSE OF YOUR
EMPLOYMENT, RELY UPON YOU FOR AND IMPART AND DISCLOSE TO YOU IN CONFIDENCE
CONFIDENTIAL INFORMATION, AS HEREINAFTER DEFINED.
YOU ACKNOWLEDGE THAT THE
COMPANY OPERATES IN A COMPETITIVE ENVIRONMENT AND THAT THE COMPANY HAS AN
INTEREST IN PROTECTING ITS CONFIDENTIAL INFORMATION.
IN CONSIDERATION OF YOUR
EMPLOYMENT HEREUNDER AND THE BENEFITS SET FORTH IN THIS AGREEMENT, YOU AGREE TO
(1) MAINTAIN THE CONFIDENTIALITY OF THE COMPANY'S CONFIDENTIAL INFORMATION AND
(2) USE THE COMPANY'S CONFIDENTIAL INFORMATION FOR THE EXCLUSIVE BENEFIT OF THE
COMPANY, AS SET FORTH BELOW.
(II)
CONFIDENTIAL INFORMATION/NONDISCLOSURE.
YOU