OR NOT PATENTABLE OR COPYRIGHTABLE OR CONSTITUTING TRADE SECRETS)
CONCEIVED, MADE, CREATED, DEVELOPED OR REDUCED TO PRACTICE BY THE EXECUTIVE
(WHETHER ALONE OR WITH OTHERS, WHETHER OR NOT DURING NORMAL BUSINESS HOURS OR ON
OR OFF COMPANY PREMISES) DURING THE EXECUTIVE'S EMPLOYMENT THAT RELATE TO THE
BUSINESS OF THE COMPANY OR ANY OF ITS IMMEDIATE AFFILIATES OR TO ANY PROSPECTIVE
ACTIVITY OF THE COMPANY OR ANY OF ITS IMMEDIATE AFFILIATES OR TO ANY WORK
PERFORMED BY THE EXECUTIVE FOR THE COMPANY OR ANY OF ITS IMMEDIATE AFFILIATES OR
THAT MAKE USE OF
CONFIDENTIAL INFORMATION OR ANY OF THE EQUIPMENT OR FACILITIES
OR OTHER RESOURCES OF THE COMPANY OR ANY OF ITS IMMEDIATE AFFILIATES.
(E)
"PERSON" MEANS AN INDIVIDUAL, A
CORPORATION, A LIMITED LIABILITY COMPANY, AN ASSOCIATION, A PARTNERSHIP, AN
ESTATE, A TRUST AND ANY OTHER ENTITY OR ORGANIZATION, OTHER THAN THE COMPANY OR
ANY OF ITS AFFILIATES.
15.
WITHHOLDING.
ALL PAYMENTS MADE BY THE
COMPANY UNDER THIS AGREEMENT SHALL BE REDUCED BY ANY TAX OR OTHER AMOUNTS
REQUIRED TO BE WITHHELD BY THE COMPANY UNDER APPLICABLE LAW.
11
16.
ASSIGNMENT.
NEITHER THE COMPANY NOR THE
EXECUTIVE MAY MAKE ANY ASSIGNMENT OF THIS AGREEMENT OR ANY INTEREST HEREIN, BY
OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER;
PROVIDED, HOWEVER, THAT THE COMPANY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT WITHOUT THE CONSENT OF THE EXECUTIVE IN THE EVENT THAT THE
EXECUTIVE IS TRANSFERRED TO A POSITION WITH ANY OF THE AFFILIATES OR IN THE
EVENT THAT THE COMPANY SHALL HEREAFTER EFFECT A REORGANIZATION, CONSOLIDATE
WITH, OR MERGE INTO, ANY PERSON OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS
PROPERTIES OR ASSETS TO ANY PERSON.
THIS AGREEMENT SHALL INURE TO THE BENEFIT
OF AND BE BINDING UPON THE COMPANY AND THE EXECUTIVE, THEIR RESPECTIVE
SUCCESSORS, EXECUTORS, ADMINISTRATORS, HEIRS AND PERMITTED ASSIGNS.
17.
SEVERABILITY.
IF ANY PORTION OR PROVISION
OF THIS AGREEMENT SHALL TO ANY EXTENT BE DECLARED ILLEGAL OR UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION, THEN THE REMAINDER OF THIS AGREEMENT, OR THE
APPLICATION OF SUCH PORTION OR PROVISION IN CIRCUMSTANCES OTHER THAN THOSE AS TO
WHICH IT IS SO DECLARED ILLEGAL OR UNENFORCEABLE, SHALL NOT BE AFFECTED THEREBY,
AND EACH PORTION AND PROVISION OF THIS AGREEMENT SHALL BE VALID AND ENFORCEABLE
TO THE FULLEST EXTENT PERMITTED BY LAW.
18.
WAIVER.
NO WAIVER OF ANY PROVISION HEREOF
SHALL BE EFFECTIVE UNLESS MADE IN WRITING AND SIGNED BY THE WAIVING PARTY.
THE
FAILURE OF EITHER PARTY TO REQUIRE THE PERFORMANCE OF ANY TERM OR OBLIGATION OF
THIS AGREEMENT, OR THE WAIVER BY EITHER PARTY OF ANY BREACH OF THIS AGREEMENT,
SHALL NOT PREVENT ANY SUBSEQUENT ENFORCEMENT OF SUCH TERM OR OBLIGATION OR BE
DEEMED A WAIVER OF ANY SUBSEQUENT BREACH.
19.
NOTICES.
ANY AND ALL NOTICES, REQUESTS,
DEMANDS AND OTHER COMMUNICATIONS PROVIDED FOR BY THIS AGREEMENT SHALL BE IN
WRITING AND SHALL BE EFFECTIVE WHEN DELIVERED IN PERSON, CONSIGNED TO A
REPUTABLE NATIONAL COURIER SERVICE OR DEPOSITED IN THE UNITED STATES MAIL,
POSTAGE PREPAID,