and thereby, and providing that
immediately after
the execution and delivery of this Agreement the following
two things shall become effective:
the election of Gerry Berg as a director of
TSOI, and Boyd's resignation as a director of TSOI.
3.
Boyd's Employment.
TSOI and Boyd confirm that heretofore Boyd's employment
with TSOI has been at-will and they have had no oral or written employment
agreement or other binding services arrangement between them, and that their
employment relationship is hereby amended as follows:
i.
Boyd's salary rate is reduced to $100,000 per annum (subject to all
applicable tax withholdings), as of the Effective Date.
ii.
TSOI and Boyd confirm that, even if in the course of Boyd's prior director
service or Boyd's future or prior employment service, Boyd made or hereafter
makes any inventions or created or hereafter creates any works of authorship,
mask works, know-how or other items capable of being protected as intellectual
property, TSOI shall not by virtue of Boyd's employee status (or by virtue of
any other theory) own any such inventions, works of authorship, mask works,
know-how or other items (except any such as have already been expressly and
particularly assigned to TSOI in writing by Boyd, and except for TSOI's lists of
non-US customers and non-US prospects), and none of the foregoing shall be
deemed to be works for hire under United States copyright laws and Boyd shall
have no obligation to assign the same to TSOI. The foregoing sentence does not,
however, apply to the listing of TSOI's non-US customers or to marketing
materials.
The Parties' agreements pertaining to their respective use, or
non-use, of marketing materials and the listing of TSOI's non-US customers are
set forth elsewhere in this Agreement.
iii.
TSOI shall retroactively reinstate Boyd's taxable $1,377/month automobile
allowance and continue it until the termination of Boyd's employment at 11:59
p.m. Pacific Standard Time December 31, 2012 (the "Switchover Time").
The
missed payments of such allowance (February 2012 through August 2012) shall be
paid within 10 days after the Effective Date, and ongoing payments of the
allowance shall be paid monthly.
iv.
Boyd's services as an employee shall be limited to those which he may from
time to time, in his discretion, identify and choose to suggest in advance in
writing to TSOI; provided that if TSOI in its discretion does not approve any
such suggestion, Boyd shall not perform the suggested services.
v.
TSOI shall terminate Boyd's employment at the Switchover Time.
vi.
No severance or salary continuation shall be payable to Boyd after Boyd's
employment with TSOI terminates at the Switchover Time.
Boyd shall utilize all
his vacation days before the Switchover Time.
vii.
TSOI shall have no obligation to pay for or reimburse Boyd for the COBRA
premiums for Boyd and/or his dependents.
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viii.
Notwithstanding Boyd's employment with TSOI, TSOI expressly disclaims any
right, title or interest in and, to the extent that it has any such rights,
hereby conveys, quitclaims and assigns to Boyd all such