IN GOOD FAITH DEEM
NECESSARY TO APPLY FOR AND OBTAIN TRADEMARKS, PATENTS OR COPYRIGHTS OF THE
UNITED STATES OR ANY FOREIGN COUNTRY OR OTHERWISE PROTECT THE INTEREST OF ANY
MEMBER OF THE COMPANY AFFILIATED GROUP THEREIN.
THESE OBLIGATIONS SHALL
CONTINUE BEYOND THE CONCLUSION OF THE EMPLOYMENT TERM WITH RESPECT TO
INVENTIONS, DISCOVERIES, IMPROVEMENTS OR COPYRIGHTABLE WORKS INITIATED,
CONCEIVED OR MADE BY THE EXECUTIVE DURING THE EMPLOYMENT TERM.
(D)
ACKNOWLEDGMENT.
THE EXECUTIVE EXPRESSLY
RECOGNIZES AND AGREES THAT THE RESTRAINTS IMPOSED BY THIS SECTION 8 ARE
REASONABLE AS TO TIME AND GEOGRAPHIC SCOPE AND ARE NOT OPPRESSIVE.
THE
EXECUTIVE FURTHER EXPRESSLY RECOGNIZES AND AGREES THAT THE RESTRAINTS IMPOSED BY
THIS SECTION 8 REPRESENT A REASONABLE AND NECESSARY RESTRICTION FOR THE
PROTECTION OF THE LEGITIMATE INTERESTS OF THE COMPANY AFFILIATED GROUP, THAT THE
FAILURE BY THE EXECUTIVE TO OBSERVE AND COMPLY WITH THE COVENANTS AND AGREEMENTS
IN THIS SECTION 8 WILL CAUSE IRREPARABLE HARM TO THE COMPANY AFFILIATED GROUP,
THAT IT IS AND WILL CONTINUE TO BE DIFFICULT TO ASCERTAIN THE HARM AND DAMAGES
TO THE COMPANY AFFILIATED GROUP THAT SUCH A FAILURE BY THE EXECUTIVE WOULD
CAUSE, THAT THE CONSIDERATION RECEIVED BY THE EXECUTIVE FOR ENTERING INTO THESE
COVENANTS AND AGREEMENTS IS FAIR, THAT THE COVENANTS AND AGREEMENTS AND THEIR
ENFORCEMENT WILL NOT DEPRIVE THE EXECUTIVE OF
AN ABILITY TO EARN A REASONABLE LIVING, AND THAT THE EXECUTIVE HAS ACQUIRED
KNOWLEDGE AND SKILLS IN THIS FIELD THAT WILL ALLOW THE EXECUTIVE TO OBTAIN
EMPLOYMENT WITHOUT VIOLATING THESE COVENANTS AND AGREEMENTS.
THE EXECUTIVE
FURTHER EXPRESSLY ACKNOWLEDGES THAT THE EXECUTIVE HAS HAD THE OPPORTUNITY TO
CONSULT WITH COUNSEL OR HAS CONSULTED COUNSEL BEFORE EXECUTING THIS AGREEMENT.
9.
INDEMNIFICATION.
(A)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE COMPANY SHALL INDEMNIFY THE EXECUTIVE AGAINST, AND SAVE AND HOLD THE
EXECUTIVE HARMLESS FROM, ANY DAMAGES, LIABILITIES, LOSSES, JUDGMENTS, PENALTIES,
FINES, AMOUNTS PAID OR TO BE PAID IN SETTLEMENT, COSTS AND REASONABLE EXPENSES
(INCLUDING WITHOUT LIMITATION ATTORNEYS' FEES AND EXPENSES), RESULTING FROM,
ARISING OUT OF OR IN CONNECTION WITH ANY THREATENED, PENDING OR COMPLETED CLAIM,
ACTION, PROCEEDING OR INVESTIGATION (WHETHER CIVIL OR CRIMINAL) AGAINST OR
AFFECTING THE EXECUTIVE BY REASON OF THE EXECUTIVE'S SERVICE FROM AND AFTER THE
EFFECTIVE DATE AS AN OFFICER, DIRECTOR OR EMPLOYEE OF, OR CONSULTANT TO, ANY
MEMBER OF THE COMPANY AFFILIATED GROUP, OR IN ANY CAPACITY AT THE REQUEST OF ANY
MEMBER OF THE COMPANY AFFILIATED GROUP, OR AN OFFICER, DIRECTOR OR EMPLOYEE
THEREOF, IN OR WITH REGARD TO ANY OTHER ENTITY, EMPLOYEE BENEFIT PLAN OR
ENTERPRISE (OTHER THAN ARISING OUT OF THE EXECUTIVE'S ACTS OF MISAPPROPRIATION
OF FUNDS OR ACTUAL FRAUD).
IN THE EVENT THE COMPANY DOES NOT COMPROMISE OR
ASSUME THE DEFENSE OF ANY INDEMNIFIABLE CLAIM OR ACTION AGAINST THE EXECUTIVE,
THE COMPANY SHALL PROMPTLY PAY TO THE EXECUTIVE TO THE EXTENT PERMITTED BY
APPLICABLE LAW ALL COSTS AND EXPENSES INCURRED OR TO BE INCURRED BY THE
EXECUTIVE IN DEFENDING OR RESPONDING TO ANY CLAIM OR INVESTIGATION IN ADVANCE OF
THE FINAL DISPOSITION THEREOF; PROVIDED, HOWEVER, THAT IF IT