her employment within 90
days following the expiration of that cure period.
1.9.
"INTELLECTUAL PROPERTY" MEANS (A) ALL INVENTIONS (WHETHER PATENTABLE OR
UNPATENTABLE AND WHETHER OR NOT REDUCED TO PRACTICE), ALL IMPROVEMENTS THERETO,
AND ALL PATENTS AND PATENT APPLICATIONS CLAIMING SUCH INVENTIONS, (B) ALL
TRADEMARKS, SERVICE MARKS, TRADE DRESS, LOGOS, TRADE NAMES, FICTITIOUS NAMES,
BRAND NAMES, BRAND MARKS AND CORPORATE NAMES, TOGETHER WITH ALL TRANSLATIONS,
ADAPTATIONS, DERIVATIONS, AND COMBINATIONS THEREOF AND INCLUDING ALL GOODWILL
ASSOCIATED THEREWITH, AND ALL APPLICATIONS, REGISTRATIONS, AND RENEWALS IN
CONNECTION THEREWITH, (C) ALL COPYRIGHTABLE WORKS, ALL COPYRIGHTS, AND ALL
APPLICATIONS, REGISTRATIONS, AND RENEWALS IN CONNECTION THEREWITH, (D) ALL MASK
WORKS AND ALL APPLICATIONS, REGISTRATIONS, AND RENEWALS IN CONNECTION THEREWITH,
(E) ALL TRADE SECRETS (INCLUDING RESEARCH AND DEVELOPMENT, KNOW-HOW, FORMULAS,
COMPOSITIONS, MANUFACTURING AND PRODUCTION PROCESSES AND TECHNIQUES,
METHODOLOGIES, TECHNICAL DATA, DESIGNS, DRAWINGS AND SPECIFICATIONS), (F) ALL
COMPUTER SOFTWARE (INCLUDING DATA, SOURCE AND OBJECT CODES AND RELATED
DOCUMENTATION), (G) ALL OTHER PROPRIETARY RIGHTS, (H) ALL COPIES AND TANGIBLE
EMBODIMENTS THEREOF (IN WHATEVER FORM OR MEDIUM), OR SIMILAR INTANGIBLE PERSONAL
PROPERTY WHICH HAVE BEEN OR ARE DEVELOPED OR CREATED IN WHOLE OR IN PART BY THE
EMPLOYEE (I) AT ANY TIME AND AT ANY PLACE WHILE THE EMPLOYEE IS EMPLOYED BY
COMPANY AND WHICH, IN THE CASE OF ANY OR ALL OF THE FOREGOING, ARE RELATED TO
AND USED IN CONNECTION WITH THE BUSINESS OF THE COMPANY, OR (II) AS A RESULT OF
TASKS ASSIGNED TO THE EMPLOYEE BY THE COMPANY.
1.10.
"PROPRIETARY INFORMATION" MEANS ANY AND ALL INFORMATION OF THE COMPANY OR
OF ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY.
SUCH PROPRIETARY INFORMATION
SHALL INCLUDE, BUT SHALL NOT BE LIMITED TO, THE FOLLOWING ITEMS AND INFORMATION
RELATING TO THE FOLLOWING ITEMS: (A) ALL INTELLECTUAL PROPERTY AND PROPRIETARY
RIGHTS OF THE COMPANY (INCLUDING WITHOUT LIMITATION INTELLECTUAL PROPERTY),
(B) COMPUTER CODES OR INSTRUCTIONS (INCLUDING SOURCE AND OBJECT CODE LISTINGS,
PROGRAM LOGIC ALGORITHMS, SUBROUTINES, MODULES OR OTHER SUBPARTS OF COMPUTER
PROGRAMS AND RELATED DOCUMENTATION, INCLUDING PROGRAM NOTATION), COMPUTER
PROCESSING SYSTEMS AND TECHNIQUES, ALL COMPUTER INPUTS AND OUTPUTS (REGARDLESS
OF THE MEDIA ON WHICH STORED OR LOCATED), HARDWARE AND SOFTWARE CONFIGURATIONS,
DESIGNS, ARCHITECTURE AND INTERFACES, (C) BUSINESS RESEARCH,
3
STUDIES, PROCEDURES AND COSTS, (D) FINANCIAL DATA, (E) DISTRIBUTION METHODS,
(F) MARKETING DATA, METHODS, PLANS AND EFFORTS, (G) THE IDENTITIES OF ACTUAL AND
PROSPECTIVE CUSTOMERS, CONTRACTORS AND SUPPLIERS, (H) THE TERMS OF CONTRACTS AND
AGREEMENTS WITH CUSTOMERS, CONTRACTORS AND SUPPLIERS, (I) THE NEEDS AND
REQUIREMENTS OF, AND THE COMPANY'S COURSE OF DEALING WITH, ACTUAL OR PROSPECTIVE
CUSTOMERS, CONTRACTORS AND SUPPLIERS, (J) PERSONNEL INFORMATION, (K) CUSTOMER
AND VENDOR CREDIT INFORMATION, AND (L) ANY INFORMATION RECEIVED FROM THIRD
PARTIES SUBJECT TO OBLIGATIONS OF NON-DISCLOSURE OR NON-USE.
FAILURE BY THE
COMPANY TO MARK ANY OF THE PROPRIETARY INFORMATION AS CONFIDENTIAL OR
PROPRIETARY SHALL NOT AFFECT ITS STATUS AS PROPRIETARY INFORMATION UNDER THE
TERMS OF THIS AGREEMENT.
1.11.
"PRO RATA BONUS" MEANS, WITH RESPECT TO EACH CALENDAR YEAR, A PRO-RATA
BONUS FOR SUCH YEAR EQUAL TO THE AMOUNT OF EMPLOYEE'S TARGET BONUS FOR SUCH YEAR
MULTIPLIED