HEIRS AND ESTATE.
(B)
ANY COSTS, FEES OR EXPENSES INCURRED BY THE EXECUTIVE RELATING TO
INDEMNIFICATION UNDER THE COMPANY'S CERTIFICATE OF INCORPORATION, AS AMENDED,
SHALL BE PAID BY THE COMPANY IN ADVANCE AS SOON AS PRACTICABLE BUT NOT LATER
THAN THREE BUSINESS DAYS AFTER RECEIPT OF WRITTEN REQUEST OF THE EXECUTIVE;
PROVIDED THAT THE EXECUTIVE SHALL UNDERTAKE TO REPAY SUCH AMOUNT TO THE EXTENT
THAT IT IS ULTIMATELY DETERMINED BY A COURT OF COMPETENT JURISDICTION THAT THE
EXECUTIVE IS NOT ENTITLED TO INDEMNIFICATION.
SUBJECT TO APPLICABLE LAW, THE
EXECUTIVE'S RIGHT TO INDEMNIFICATION OR ADVANCES FROM THE COMPANY SHALL BE
ENFORCEABLE BY THE EXECUTIVE IN ANY COURT OF COMPETENT JURISDICTION.
THE BURDEN
OF PROVING THAT INDEMNIFICATION OR ADVANCES ARE NOT APPROPRIATE SHALL BE ON THE
COMPANY.
6
(C)
THE PROVISIONS OF THIS SECTION 9 ARE IN ADDITION TO, AND NOT IN
DEROGATION OF, THE INDEMNIFICATION PROVISIONS OF THE COMPANY'S CERTIFICATE OF
INCORPORATION, AS AMENDED, AND THE INDEMNIFICATION AGREEMENT BETWEEN THE COMPANY
AND THE EXECUTIVE (THE "INDEMNIFICATION AGREEMENT").
10.
NO MITIGATION.
THE COMPANY AGREES THAT, IF THE EXECUTIVE'S
EMPLOYMENT IS TERMINATED HEREUNDER, THE EXECUTIVE IS NOT REQUIRED TO SEEK OTHER
EMPLOYMENT OR TO ATTEMPT IN ANY WAY TO REDUCE ANY AMOUNTS PAYABLE TO THE
EXECUTIVE BY THE COMPANY.
FURTHERMORE, THE AMOUNT OF ANY PAYMENT PROVIDED
HEREUNDER SHALL NOT BE REDUCED BY ANY COMPENSATION EARNED BY THE EXECUTIVE.
11.
CONFIDENTIAL INFORMATION.
THE EXECUTIVE ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY
OR ANY SUBSIDIARY (INCLUDING THOSE OBTAINED PRIOR TO THE DATE OF THIS AGREEMENT
CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY, OR ANY OF ITS SUBSIDIARIES
(COLLECTIVELY, "CONFIDENTIAL INFORMATION")) ARE THE PROPERTY OF THE COMPANY AND
ITS SUBSIDIARIES.
THEREFORE, THE EXECUTIVE AGREES THAT HE SHALL NOT (DURING HIS
EMPLOYMENT WITH THE COMPANY OR AT ANY TIME THEREAFTER) DISCLOSE TO ANY
UNAUTHORIZED PERSON OR USE FOR HIS OWN PURPOSES ANY CONFIDENTIAL INFORMATION
WITHOUT THE EXPRESS PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS AND TO THE EXTENT
THAT THE AFOREMENTIONED MATTERS: (A) BECOME GENERALLY KNOWN TO AND AVAILABLE FOR
USE BY THE PUBLIC OTHER THAN AS A RESULT OF THE EXECUTIVE'S ACTS OR OMISSIONS OR
(B) ARE REQUIRED TO BE DISCLOSED BY JUDICIAL PROCESS OR LAW.
THE EXECUTIVE
SHALL DELIVER TO THE COMPANY AT THE TERMINATION OF HIS EMPLOYMENT, OR AT ANY
OTHER TIME THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS,
REPORTS, COMPUTER TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA
(AND COPIES THEREOF) RELATING TO THE CONFIDENTIAL INFORMATION, WORK PRODUCT (AS
DEFINED BELOW) OR THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY WHICH HE MAY
THEN POSSESS OR HAVE UNDER HIS CONTROL.
12.
INVENTIONS AND PATENTS.
THE EXECUTIVE HEREBY ASSIGNS TO THE
COMPANY ALL RIGHT,-TITLE AND INTEREST TO ALL PATENTS AND PATENT APPLICATIONS,
ALL INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS,
ANALYSES, DRAWINGS, REPORTS AND ALL SIMILAR OR RELATED INFORMATION (IN EACH CASE
WHETHER OR NOT PATENTABLE), ALL COPYRIGHTS AND COPYRIGHTABLE WORKS, ALL TRADE
SECRETS, CONFIDENTIAL INFORMATION AND KNOW-HOW, AND ALL OTHER INTELLECTUAL