POSSESS OR HAVE UNDER HIS
CONTROL.
(II)
THE EXECUTIVE SHALL BE PROHIBITED IN THE
COURSE PERFORMING HIS DUTIES FOR THE COMPANY FROM USING OR DISCLOSING ANY
CONFIDENTIAL INFORMATION OR TRADE SECRETS THAT THE EXECUTIVE MAY HAVE LEARNED
THROUGH ANY PRIOR EMPLOYMENT.
(C)
INTELLECTUAL PROPERTY, INVENTIONS AND
PATENTS.
THE EXECUTIVE ACKNOWLEDGES THAT (AS APPLICABLE) ALL DISCOVERIES,
CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS,
ANALYSES, REPORTS, PATENT APPLICATIONS AND COPYRIGHTABLE 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 DIRECTLY RELATE TO THE COMPANY'S
OR ANY OF ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND
DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED,
DEVELOPED OR MADE BY THE EXECUTIVE (WHETHER ALONE OR JOINTLY WITH OTHERS) WHILE
EMPLOYED BY THE COMPANY, WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT
("WORK PRODUCT"), BELONG TO THE COMPANY AND/OR ONE OR MORE OF ITS SUBSIDIARIES.
UPON THE REQUEST OF THE BOARD FROM TIME TO TIME, THE EXECUTIVE SHALL PROMPTLY
DISCLOSE SUCH WORK PRODUCT TO THE BOARD AND, AT THE COMPANY'S EXPENSE, PERFORM
ALL ACTIONS REASONABLY REQUESTED BY THE BOARD
14
(WHETHER DURING OR AFTER THE TERM OF EMPLOYMENT) TO ESTABLISH AND CONFIRM SUCH
OWNERSHIP (INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS, CONSENTS, POWERS OF
ATTORNEY AND OTHER INSTRUMENTS).
THE EXECUTIVE ACKNOWLEDGES THAT ALL WORK
PRODUCT SHALL BE DEEMED TO CONSTITUTE "WORKS MADE FOR HIRE" UNDER THE U.S.
COPYRIGHT ACT OF 1976, AS AMENDED.
(D)
EXECUTIVE'S COOPERATION.
DURING THE TERM OF
EMPLOYMENT AND THEREAFTER, THE EXECUTIVE SHALL COOPERATE WITH THE COMPANY IN ANY
INTERNAL INVESTIGATION, ANY ADMINISTRATIVE, REGULATORY OR JUDICIAL PROCEEDING OR
ANY DISPUTE WITH A THIRD PARTY AS REASONABLY REQUESTED BY THE COMPANY
(INCLUDING, WITHOUT LIMITATION, THE EXECUTIVE BEING AVAILABLE TO THE COMPANY
UPON REASONABLE NOTICE FOR INTERVIEWS AND FACTUAL INVESTIGATIONS, APPEARING AT
THE COMPANY'S REQUEST TO GIVE TESTIMONY WITHOUT REQUIRING SERVICE OF A SUBPOENA
OR OTHER LEGAL PROCESS, VOLUNTEERING TO THE COMPANY ALL PERTINENT INFORMATION
AND TURNING OVER TO THE COMPANY ALL RELEVANT DOCUMENTS WHICH ARE OR MAY COME
INTO THE EXECUTIVE'S POSSESSION, ALL AT TIMES AND ON SCHEDULES THAT ARE
REASONABLY CONSISTENT WITH EXECUTIVE'S OTHER PERMITTED ACTIVITIES AND
COMMITMENTS).
IN THE EVENT THE COMPANY REQUIRES THE EXECUTIVE'S COOPERATION IN
ACCORDANCE WITH THIS SECTION 14(D), THE COMPANY SHALL REIMBURSE THE EXECUTIVE
SOLELY FOR REASONABLE TRAVEL EXPENSES (INCLUDING LODGING AND MEALS) UPON
SUBMISSION OF RECEIPTS AND SHALL COMPENSATE THE EXECUTIVE FOR SUCH COOPERATION
AT $250 PER HOUR; PROVIDED, HOWEVER, THAT SUCH COMPENSATION SHALL ONLY BE PAID
FOR EXECUTIVE'S TIME FOLLOWING THE TERM OF EMPLOYMENT AND, IF THE EXECUTIVE HAS
RECEIVED A PAYMENT UNDER SECTION 9(D)(III)(2) FOLLOWING THE SEVERANCE PERIOD.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, UPON TERMINATION OF
THE TERM OF EMPLOYMENT HEREUNDER, THE EXECUTIVE SHALL AUTOMATICALLY BE DEEMED TO
HAVE RESIGNED AS A DIRECTOR OF THE BOARD AND OF ANY BOARD OF DIRECTORS (OR
SIMILAR GOVERNING BODY) OF ANY SUBSIDIARY OF THE COMPANY.
15.
NOTICES.
ANY NOTICE, CONSENT, DEMAND,
REQUEST,