EMPLOYEES,
OR SERVING AS A REFERENCE FOR AN EMPLOYEE OF THE COMPANY.
(E)
EXECUTIVE UNDERSTANDS THAT THE FOREGOING
RESTRICTIONS MAY LIMIT THE EXECUTIVE'S ABILITY TO EARN A LIVELIHOOD IN A
BUSINESS SIMILAR TO THE BUSINESS OF THE COMPANY, BUT THE EXECUTIVE NEVERTHELESS
BELIEVES THAT THE EXECUTIVE HAS RECEIVED, AND WILL CONTINUE TO RECEIVE,
SUFFICIENT CONSIDERATION AND OTHER BENEFITS AS PROVIDED HEREUNDER TO CLEARLY
JUSTIFY SUCH RESTRICTIONS WHICH, IN ANY EVENT (GIVEN THE EXECUTIVE'S EDUCATION,
SKILLS AND ABILITY), THE EXECUTIVE DOES NOT BELIEVE WOULD PREVENT HIM FROM
OTHERWISE EARNING A LIVING.
(F)
NOTWITHSTANDING THE FOREGOING, IF AT ANY
TIME A COURT HOLDS THAT THE RESTRICTIONS PROVIDED HEREIN ARE UNREASONABLE OR
OTHERWISE UNENFORCEABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES HERETO
AGREE THAT THE MAXIMUM PERIOD, SCOPE OR GEOGRAPHIC AREA DETERMINED TO BE
REASONABLE UNDER SUCH CIRCUMSTANCES BY SUCH COURT SHALL BE SUBSTITUTED FOR THE
STATED PERIOD, SCOPE OR AREA PROVIDED HEREIN.
8
(G)
IN THE EVENT OF A BREACH OR POTENTIAL BREACH
OF THIS SECTION 12, THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY AND ITS
AFFILIATES WILL BE CAUSED IRREPARABLE INJURY AND THAT MONEY DAMAGES MAY NOT BE
AN ADEQUATE REMEDY AND AGREE THAT THE COMPANY AND ITS AFFILIATES SHALL BE
ENTITLED TO INJUNCTIVE RELIEF (IN ADDITION TO ITS OTHER REMEDIES AT LAW) TO HAVE
THE PROVISIONS OF THIS SECTION 12 ENFORCED.
IN THE EVENT OF A MATERIAL BREACH
OF THIS SECTION 12 BY THE EXECUTIVE, THE EXECUTIVE SHALL PROMPTLY REPAY TO THE
COMPANY ANY PAYMENTS THE EXECUTIVE RECEIVED PURSUANT TO SECTION 9 (OTHER THAN
ACCRUED AMOUNTS), AND THE COMPANY SHALL HAVE NO FURTHER OBLIGATION TO THE
EXECUTIVE (AND/OR HIS DEPENDENTS) UNDER THIS AGREEMENT.
13.
ASSIGNMENT OF INVENTIONS.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES THAT
ALL IDEAS, METHODS, INVENTIONS, DISCOVERIES, IMPROVEMENTS, WORK PRODUCTS OR
DEVELOPMENTS ("INVENTIONS"), WHETHER PATENTABLE OR UNPATENTABLE,
(I)
THAT RELATE TO THE EXECUTIVE'S WORK WITH
THE COMPANY, MADE OR CONCEIVED BY THE EXECUTIVE, SOLELY OR JOINTLY WITH OTHERS,
WHILE EMPLOYED BY THE COMPANY; PROVIDED THAT ANY INVENTIONS WHICH ARE MADE,
DISCLOSED, REDUCED TO TANGIBLE OR WRITTEN FORM OR DESCRIPTION OR ARE REDUCED TO
PRACTICE BY THE EXECUTIVE AFTER THE EMPLOYMENT TERM AND WHICH PERTAIN TO THE
BUSINESS CARRIED ON OR PRODUCTS OR SERVICES BEING SOLD OR DEVELOPED BY THE
COMPANY OR ANY OF ITS AFFILIATES AT THE TIME OF THE EXPIRATION OR TERMINATION OF
THE EMPLOYMENT TERM AND WHICH WERE, OR ARE DERIVED FROM, INVENTIONS WORKED ON OR
DEVELOPED BY THE EXECUTIVE WHILE EMPLOYED BY THE COMPANY, SHALL BE PRESUMED TO
HAVE BEEN MADE DURING SUCH EMPLOYMENT, OR
(II)
THAT ARE REASONABLY SUGGESTED BY ANY WORK
THAT THE EXECUTIVE PERFORMS FOR THE COMPANY OR ANY OF ITS AFFILIATES, EITHER
WHILE PERFORMING HIS DUTIES FOR THE COMPANY OR ON THE EXECUTIVE'S OWN TIME, BUT
ONLY INSOFAR AS THE INVENTIONS ARE RELATED TO THE EXECUTIVE'S WORK AS AN
EMPLOYEE OR OTHER SERVICE PROVIDER TO THE COMPANY,
SHALL BELONG EXCLUSIVELY TO THE COMPANY (OR ITS DESIGNEE), WHETHER OR NOT PATENT
APPLICATIONS ARE FILED THEREON.
(B)
THE EXECUTIVE SHALL ASSIGN TO THE COMPANY