hereunder, unless otherwise required by law.
3
(B)
TERMINATION BY EMPLOYEE.
YOU HAVE THE RIGHT TO TERMINATE YOUR
EMPLOYMENT UNDER THIS AGREEMENT IN THE EVENT (I) THERE IS A REDUCTION IN, OR
FAILURE TO PAY, THE BASE SALARY OR ANY OTHER PAYMENTS OR BENEFITS DUE TO YOU
HEREUNDER, AFTER RECEIPT BY THE COMPANY OF WRITTEN NOTICE FROM YOU GIVING THE
COMPANY AT LEAST 30 DAYS IN WHICH TO CURE SUCH REDUCTION OR FAILURE; (II) THE
COMPANY COMMITS A MATERIAL BREACH OF ANY OF THE TERMS OF THIS AGREEMENT,
PROVIDED THAT WITH RESPECT TO ANY BREACH CAPABLE OF BEING CURED, ONLY IF SUCH
BREACH IS NOT CURED WITHIN 30 DAYS OF RECEIPT BY THE COMPANY OF WRITTEN NOTICE
FROM YOU; OR (III) THE COMPANY HAS FILED FOR BANKRUPTCY OR IS ADJUDGED INSOLVENT
OR HAS FAILED TO MAKE PAYMENTS TO CREDITORS WHEN DUE.
ANY SUCH TERMINATION BY
YOU SHALL BE REFERRED TO AS A TERMINATION FOR "GOOD REASON."
(C)
MITIGATION.
IN THE EVENT OF TERMINATION OF THIS AGREEMENT BY THE
COMPANY WITHOUT CAUSE OR BY YOU FOR GOOD REASON PURSUANT TO THIS SECTION 6, YOU
SHALL IN GOOD FAITH SEEK NEW EMPLOYMENT IN THE LOS ANGELES AREA AT A LEVEL
COMMENSURATE WITH YOUR DUTIES AND BASE SALARY HEREUNDER.
EMPLOYEE SHALL REPORT
TO THE COMPANY ON OR BEFORE THE FIRST DAY OF EACH MONTH THE STATUS OF OBTAINING
SUCH SUBSEQUENT EMPLOYMENT WHILE RECEIVING PAY AND OTHER BENEFITS PURSUANT TO
SUBSECTION 6(A) ABOVE.
IF EMPLOYEE WHILE RECEIVING PAY PURSUANT TO
SUBSECTION 6(A) ABOVE, OBTAINS EMPLOYMENT WITH ANOTHER EMPLOYER OR A CONSULTING
ASSIGNMENT, THE COMPANY THEREAFTER AND FOR THE REMAINDER OF THE TERM OF
EMPLOYEE'S EMPLOYMENT HEREUNDER, MAY DEDUCT FROM PAYMENTS DUE EMPLOYEE UNDER
THIS AGREEMENT, THE AMOUNT OF SALARY AND BENEFITS OR A CONSULTING PAYMENTS
ACTUALLY RECEIVED BY EMPLOYEE AS A RESULT OF SUCH SUBSEQUENT EMPLOYMENT OR A
CONSULTING ASSIGNMENT.
IN THE EVENT EMPLOYEE OBTAINS SUBSEQUENT EMPLOYMENT OR A
CONSULTING ASSIGNMENT, EMPLOYEE SHALL REPORT ON A MONTHLY BASIS, THE AMOUNT OF
COMPENSATION PAID AND TO BE PAID TO EMPLOYEE DURING THE UNEXPIRED TERM AND THE
NATURE AND TYPE OF BENEFITS RECEIVED.
(D)
CONSULTING.
DURING THE PERIOD THAT EMPLOYEE IS RECEIVING
SEVERANCE PAY PURSUANT TO SUBSECTION 6(A) ABOVE, EMPLOYEE SHALL BE AVAILABLE,
SUBJECT TO YOUR OTHER REASONABLE COMMITMENTS OR OBLIGATIONS MADE OR INCURRED IN
MITIGATION OF THE TERMINATION OF YOUR EMPLOYMENT, BY TELEPHONE, EMAIL OR FAX, AS
A CONSULTANT TO THE COMPANY AND DTS, WITHOUT FURTHER COMPENSATION, TO CONSULT
WITH THEIR RESPECTIVE OFFICERS AND DIRECTORS REGARDING PROJECTS AND/OR TASKS AS
DEFINED BY THE CEO OR HIS DESIGNATED REPRESENTATIVE.
IT IS AGREED THAT EIGHT
(8) HOURS PER WEEK OF CONSULTATION, SHALL BE REASONABLE.
7.
CONFIDENTIAL INFORMATION.
YOU SHALL HOLD IN A FIDUCIARY CAPACITY
FOR THE BENEFIT OF THE COMPANY ALL SECRET OR CONFIDENTIAL INFORMATION, KNOWLEDGE
OR DATA RELATING TO THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES (INCLUDING
BUT NOT LIMITED TO DTS), AND THEIR RESPECTIVE BUSINESSES, WHICH YOU SHALL HAVE
OBTAINED DURING YOUR EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATED
COMPANIES AND