BY THE BOARD, (II) AS APPROPRIATE (AS
DETERMINED BY THE GRANTEE IN GOOD FAITH) TO PERFORM THE GRANTEE'S DUTIES TO THE
COMPANY OR ITS SUBSIDIARIES, OR (III) IN COMPLIANCE WITH LEGAL PROCESS OR
REGULATORY REQUIREMENTS. "CONFIDENTIAL INFORMATION" WILL NOT INCLUDE ANY
INFORMATION WHICH IS IN THE PUBLIC DOMAIN DURING OR AFTER THE TERM TO THE EXTENT
THAT SUCH INFORMATION IS NOT IN THE PUBLIC DOMAIN AS A CONSEQUENCE OF DISCLOSURE
BY THE GRANTEE IN VIOLATION OF THIS OPTION AGREEMENT.
17.
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS.(6)
THE GRANTEE
ACKNOWLEDGES THAT ALL DISCOVERIES, CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS,
IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS,
PATENT APPLICATIONS, COPYRIGHTABLE WORK AND MASK WORK (WHETHER OR NOT INCLUDING
ANY CONFIDENTIAL INFORMATION) AND ALL REGISTRATIONS OR APPLICATIONS RELATED
THERETO, ALL OTHER PROPRIETARY INFORMATION AND ALL SIMILAR OR RELATED
INFORMATION (WHETHER OR NOT PATENTABLE) WHICH RELATE TO THE ACTUAL OR
ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR
SERVICES OF THE COMPANY OR ITS SUBSIDIARIES AND WHICH ARE CONCEIVED, DEVELOPED
OR MADE BY THE GRANTEE (WHETHER INDIVIDUALLY OR JOINTLY WITH OTHERS) WHILE
EMPLOYED BY THE COMPANY OR ITS SUBSIDIARIES (OR THEIR RESPECTIVE PREDECESSORS)
("WORK PRODUCT"), BELONG TO THE COMPANY OR ITS SUBSIDIARIES. THE GRANTEE SHALL
PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE BOARD AND, AT THE COMPANY'S EXPENSE,
PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING OR AFTER
THE TERM) TO ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING, WITHOUT
LIMITATION, ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS).
(5)
This provision will not be included in Gary Blackford's Option
Agreement.
(6)
This provision will not be included in Gary Blackford's Option
Agreement.
8
18.
MODIFICATION.(7)
THE GRANTEE AGREES AND ACKNOWLEDGES THAT THE
DURATION AND SCOPE OF THE COVENANTS DESCRIBED IN SECTION 15, 16 OR 17 ARE FAIR,
REASONABLE AND NECESSARY IN ORDER TO PROTECT THE GOODWILL AND OTHER LEGITIMATE
INTERESTS OF THE COMPANY AND ITS SUBSIDIARIES, THAT ADEQUATE CONSIDERATION HAS
BEEN RECEIVED BY THE GRANTEE FOR SUCH OBLIGATIONS, AND THAT THESE OBLIGATIONS DO
NOT PREVENT THE GRANTEE FROM EARNING A LIVELIHOOD. IF, HOWEVER, FOR ANY REASON
ANY COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY RESTRICTION CONTAINED IN
SECTION 15, 16 OR 17 ARE NOT REASONABLE, THAT CONSIDERATION IS INADEQUATE, SUCH
RESTRICTION WILL BE INTERPRETED, MODIFIED OR REWRITTEN TO INCLUDE AS MUCH OF THE
DURATION, SCOPE AND GEOGRAPHIC AREA IDENTIFIED IN SECTION 15, 16 OR 17 AS WILL
RENDER SUCH RESTRICTIONS VALID AND ENFORCEABLE.
19.
REMEDIES.(8) THE GRANTEE ACKNOWLEDGES THAT THE COMPANY WILL SUFFER
IRREPARABLE HARM AS A RESULT OF A BREACH OF THIS OPTION AGREEMENT BY THE GRANTEE
FOR WHICH AN ADEQUATE MONETARY REMEDY DOES NOT EXIST AND A REMEDY AT LAW MAY
PROVE TO BE INADEQUATE. ACCORDINGLY, IN THE EVENT OF ANY ACTUAL OR THREATENED
BREACH BY THE GRANTEE OF ANY PROVISION OF THIS OPTION AGREEMENT, THE COMPANY
WILL, IN ADDITION TO ANY OTHER REMEDIES PERMITTED BY LAW, BE ENTITLED TO OBTAIN
REMEDIES IN EQUITY, INCLUDING WITHOUT LIMITATION SPECIFIC PERFORMANCE,
INJUNCTIVE RELIEF, A TEMPORARY RESTRAINING ORDER AND/OR A PERMANENT INJUNCTION