Common use of Obligations under the Employment Agreement Clause in Contracts

Obligations under the Employment Agreement. In connection with Executive’s employment by the Company, the Company or an Affiliate thereof shall provide Executive with access to the confidential information of the Company and its Affiliates, or shall provide Executive the opportunity to develop business good will inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Executive. Executive has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or Executive’s Invention and Non-Disclosure Agreement with the Company, to maintain the confidentiality of the Company’s and its Affiliates’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company’s and its Affiliates’ goodwill and business opportunities. As part of the consideration for the Option granted to Executive hereunder; to protect the Company’s and its Affiliates’ confidential information, the business good will of the Company and its Affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its Affiliates; and as an additional incentive for the Company and Executive to enter into this Agreement, the Company and Executive agree that if, during the term of Executive’s employment with the Company or within a 12-month period (or such longer period, if any, as required for non-competition by Executive under the terms of his or her Employment Agreement) following the date upon which Executive terminates employment with the Company (the “Restrictive Period”), Executive fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then (a) this Option shall immediately terminate and cease to be exercisable and (b) the Company shall be entitled to recover from Executive, and Executive shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the amount of the gain, if any, that Executive received from the exercise of this Option during the period beginning on the date that is one year before the date of Executive’s termination of employment with the Company and ending on the date this Option terminates and ceases to be exercisable as provided herein, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Executive’s Termination of Employment during which Executive remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Paragraph 7 are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations under the Employment Agreement. In connection with Executive’s 's employment by the Company, the Company or an Affiliate affiliate thereof shall provide Executive with access to the confidential information of the Company and its Affiliatesaffiliates, or shall provide Executive the opportunity to develop business good will inuring to the benefit of the Company and its Affiliatesaffiliates, or shall entrust business opportunities to Executive. Executive has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or Executive’s 's Invention and Non-Disclosure Agreement with the Company, to maintain the confidentiality of the Company’s 's and its Affiliates’ affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company’s 's and its Affiliates’ affiliates' goodwill and business opportunities. As part of the consideration for the Option granted to Executive hereunder; to protect the Company’s 's and its Affiliates’ affiliates' confidential information, the business good will of the Company and its Affiliates affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its Affiliatesaffiliates; and as an additional incentive for the Company and Executive to enter into this Agreement, the Company and Executive agree that if, during the term of Executive’s 's employment with the Company or within a 1224-month period (or such longer period, if any, as required for non-competition by Executive under the terms of his or her Employment Agreement) following the date upon which Executive terminates employment with the Company (the “Restrictive Period”)Company, Executive fails for any reason to comply with any of the restrictive covenants set forth in Sections 9 and 10 of the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then (a) this Option shall immediately terminate and cease to be exercisable and (b) the Company shall be entitled to recover from Executive, and Executive shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the amount of the gain, if any, that Executive received from the exercise of this Option during the period beginning on the date that is one year before the date of Executive’s 's termination of employment with the Company and ending on the date this Option terminates and ceases to be exercisable as provided herein, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period 730 minus the number of consecutive days following Executive’s Termination 's termination of Employment employment with the Company during which Executive remained in compliance with the restrictive covenants set forth in Sections 7 and 8 of the Employment Agreement, and Y equals the number of days in the Restrictive Period730. If any of the restrictions set forth in this Paragraph 7 are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations under the Employment Agreement. In connection with Executive’s employment by the Company, the Company or an Affiliate thereof shall provide Executive with access to the confidential information of the Company and its Affiliates, or shall provide Executive the opportunity to develop business good will inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Executive. Executive has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or Executive’s Invention and Non-Disclosure Agreement with the Company, to maintain the confidentiality of the Company’s and its Affiliates’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company’s and its Affiliates’ goodwill and business opportunities. As part of the consideration for the Option granted to Executive hereunder; to protect the Company’s and its Affiliates’ confidential information, the business good will of the Company and its Affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its Affiliates; and as an additional incentive for the Company and Executive to enter into this Agreement, the Company and Executive agree that if, during the term of Executive’s employment with the Company or within a 1224-month period (or such longer period, if any, as required for non-competition by Executive under the terms of his or her Employment Agreement) following the date upon which Executive terminates employment with the Company (the “Restrictive Period”)Company, Executive fails for any reason to comply with any of the restrictive covenants set forth in Sections 7 and 8 of the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then (a) this Option shall immediately terminate and cease to be exercisable and (b) the Company shall be entitled to recover from Executive, and Executive shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the amount of the gain, if any, that Executive received from the exercise of this Option during the period beginning on the date that is one year before the date of Executive’s termination of employment with the Company and ending on the date this Option terminates and ceases to be exercisable as provided herein, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period 730 minus the number of consecutive days following Executive’s Termination of Employment during which Executive remained in compliance with the restrictive covenants set forth in Sections 7 and 8 of the Employment Agreement, and Y equals the number of days in the Restrictive Period730. If any of the restrictions set forth in this Paragraph 7 are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations under the Employment Agreement. In connection with Executive’s 's employment by the Company, the Company or an Affiliate affiliate thereof shall provide Executive with access to the confidential information of the Company and its Affiliatesaffiliates, or shall provide Executive the opportunity to develop business good will inuring to the benefit of the Company and its Affiliatesaffiliates, or shall entrust business opportunities to Executive. Executive has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or Executive’s 's Invention and Non-Disclosure Agreement with the Company, to maintain the confidentiality of the Company’s 's and its Affiliates’ affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company’s 's and its Affiliates’ affiliates' goodwill and business opportunities. As part of the consideration for the Option granted Restricted Shares issued to Executive hereunder; to protect the Company’s 's and its Affiliates’ affiliates' confidential information, the business good will of the Company and its Affiliates affiliates that has been and will in the future be developed in Executive, or the business opportunities that have been and will in the future be disclosed or entrusted to Executive by the Company and its Affiliatesaffiliates; and as an additional incentive for the Company and Executive to enter into this Agreement, the Company and Executive agree that if, during the term of Executive’s 's employment with the Company or within a 1224-month period (or such longer period, if any, as required for non-competition by Executive under the terms of his or her Employment Agreement) following the date upon which Executive terminates employment with the Company (the “Restrictive Period”)Company, Executive fails for any reason to comply with any of the restrictive covenants set forth in Sections 7 and 8 of the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then (a) this Option shall immediately terminate and cease to be exercisable and (b) the Company shall be entitled to recover from Executive, and Executive shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the amount value (determined as of the gain, if any, that Executive received from date the exercise Forfeiture Restrictions lapse) of this Option the Restricted Shares with respect to which the Forfeiture Restrictions lapse during the one-year period beginning on the date that is one year before preceding (and including) the date of Executive’s 's termination of employment with the Company and ending on the date this Option terminates and ceases to be exercisable as provided hereinCompany, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period 730 minus the number of consecutive days following Executive’s Termination 's termination of Employment employment with the Company during which Executive remained in compliance with the restrictive covenants set forth in Sections 7 and 8 of the Employment Agreement, and Y equals the number of days in the Restrictive Period730. If any of the restrictions set forth in this Paragraph 7 Section 6 are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.