DEVELOPMENT, OR (B) THE INVENTION
RESULTS FROM ANY WORK PERFORMED BY EMPLOYEE FOR COMPANY.
14.
REPRESENTATIONS AND DISCLOSURES.
EMPLOYEE REPRESENTS AND WARRANTS
THAT HE HAS THE LEGAL CAPACITY TO EXECUTE AND DELIVER THIS AGREEMENT, AND THAT
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY SUCH PARTY WILL NOT
VIOLATE ANY AGREEMENT MADE BY SUCH PARTY OR TO WHICH SUCH PARTY IS SUBJECT.
EMPLOYEE REPRESENTS AND WARRANTS THAT THERE ARE NO INVENTIONS
9
OR IDEAS OF WHICH EMPLOYEE CLAIMS OWNERSHIP AS OF THE DATE OF THIS AGREEMENT
OTHER THAN THE INVENTIONS OR IDEAS DESCRIBED ON APPENDIX A.
IF NO INVENTIONS OR
IDEAS ARE LISTED ON APPENDIX A, EMPLOYEE REPRESENTS THAT THERE ARE NO SUCH
INVENTIONS OR IDEAS AT THE TIME OF SIGNING THIS AGREEMENT.
EMPLOYEE REPRESENTS
AND WARRANTS THAT PERFORMANCE OF ALL THE TERMS OF THIS AGREEMENT WILL NOT BREACH
ANY AGREEMENT TO KEEP IN CONFIDENCE PROPRIETARY INFORMATION ACQUIRED BY EMPLOYEE
IN CONFIDENCE OR IN TRUST PRIOR TO THE EXECUTION OF THIS AGREEMENT.
EMPLOYEE
HAS NOT ENTERED INTO, AND EMPLOYEE AGREES NOT TO ENTER INTO, ANY AGREEMENT
EITHER WRITTEN OR ORAL THAT CONFLICTS OR MIGHT CONFLICT WITH EMPLOYEE'S
EMPLOYMENT OR EMPLOYEE'S PERFORMANCE UNDER THIS AGREEMENT.
EXCEPT AS DESCRIBED
ON APPENDIX A, EMPLOYEE IS NOT BOUND BY ANY AGREEMENT REGARDING CONFIDENTIALITY
OR OWNERSHIP OF INTELLECTUAL PROPERTY WITH ANY PERSON OR ENTITY OTHER THAN THE
COMPANY.
EMPLOYEE AGREES NOT TO DISCLOSE TO THE COMPANY OR USE ON ITS BEHALF
ANY CONFIDENTIAL INFORMATION BELONGING TO OTHERS THAT IS KNOWN TO HAVE BEEN
IMPROPERLY ACQUIRED OR ACQUIRED FROM A PERSON KNOWN TO BE SUBJECT TO A DUTY NOT
TO DISCLOSE IT.
15.
CONTINUING EMPLOYMENT UPON A CHANGE OF CONTROL.
UPON THE
OCCURRENCE OF A CHANGE OF CONTROL (AS DEFINED BELOW), THE COMPANY COVENANTS THAT
IT SHALL CAUSE THE ACQUIRING COMPANY TO OFFER EMPLOYEE AN EMPLOYMENT AGREEMENT
CONTAINING (I) AN EMPLOYMENT PERIOD OF NOT LESS THAN ONE (1) YEAR, (II) DUTIES
AND RESPONSIBILITIES CONSISTENT WITH EMPLOYEE'S THEN CURRENT POSITION IN THE
COMPANY AND (III) SUCH OTHER TERMS CONSISTENT WITH AND COMPARABLE TO THE TERMS
SET FORTH IN THIS AGREEMENT, AS AND IF AMENDED, IN ALL MATERIAL RESPECTS,
INCLUDING WITHOUT LIMITATION, COMPENSATION AND BENEFITS.
SUCH EMPLOYMENT
AGREEMENT WILL NOT REQUIRE RELOCATION UNLESS MUTUALLY AGREED UPON BY THE COMPANY
AND EMPLOYEE.
IF THE ACQUIRING COMPANY FAILS TO OFFER EMPLOYEE AN EMPLOYMENT
AGREEMENT CONTAINING SUCH TERMS, THEN EMPLOYEE SHALL BE ENTITLED TO A LUMP SUM
SEVERANCE IN AN AMOUNT NOT LESS THAN EMPLOYEE'S AGGREGATE COMPENSATION
(INCLUDING SALARY, BONUSES, AND COMMISSION, WHETHER OR NOT PAID) FOR THE PRIOR
TWELVE MONTH PERIOD, PLUS THE CONTINUATION OF ALL BENEFITS FOR A PERIOD OF
TWELVE (12) MONTHS AFTER THE TERMINATION DATE.
IF THE ACQUIRING COMPANY
TERMINATES EMPLOYEE'S EMPLOYMENT OR IF EMPLOYEE TERMINATES EMPLOYMENT FOR GOOD
REASON WITHIN ONE (1) YEAR AFTER THE CHANGE OF CONTROL, THEN EMPLOYEE SHALL BE
ENTITLED TO A LUMP SUM SEVERANCE IN AN AMOUNT EQUAL TO THE LUMP SUM SEVERANCE
EMPLOYEE WOULD HAVE RECEIVED IN THE PRIOR SENTENCE, PLUS THE CONTINUATION OF ALL
BENEFITS FOR A PERIOD