Exhibit 10.1
SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT
THIS SECOND AMENDED AND RESTATED
EMPLOYMENT AGREEMENT (this “Agreement”), effective as
of January 1, 2009 (the “Amended Effective Date”),
is made and entered into this 5th day of August, 2009, by and
between California Pizza Kitchen, Inc., a Delaware corporation (the
“Company”), and Susan M. Collyns (the
“Executive”). This Agreement amends and restates in its
entirety the Amended and Restated Agreement (as defined
below).
WHEREAS, Executive and the Company
entered into that certain Employment Agreement, as executed on
April 21, 2005 (the “Original Agreement”) and
effective as of January 3, 2005 (the “Effective
Date”); and
WHEREAS, Executive and the Company
amended and restated the Original Agreement on the terms and
conditions set forth in this Agreement to comply with or be exempt
from the application of Section 409A of the Internal Revenue
Code of 1986, as amended (the “Code”);
WHEREAS, Executive and the Company
are currently parties to that certain Amended and Restated
Employment Agreement, as executed on December 31, 2008 and
effective as of December 31, 2008 (the “Amended and
Restated Agreement”); and
WHEREAS, as of the Amended Effective
Date, the Amended and Restated Agreement shall terminate and be
superseded by this Agreement.
NOW, THEREFORE, in consideration of
the premises and the mutual covenants herein contained, and
intending to be legally bound hereby, the parties hereto agree as
follows:
Section 1. Employment Term .
The Company hereby employs Executive and Executive hereby accepts
such employment upon the terms and conditions set forth herein. The
Company shall continue to employ Executive as Senior Vice
President, Finance and Chief Financial Officer; provided that,
effective as of January 5, 2009, Executive shall serve as
Executive Vice President, Chief Financial Officer and Chief
Operating Officer of the Company. Executive hereby accepts such
employment for the period commencing on the Amended Effective Date
and ending on the earlier of (a) the date of termination of
this Agreement pursuant to the provisions of Section 4 hereof,
or (b) December 31, 2009; provided, however, that
commencing on December 31, 2009, and on the last day of each
of the Company’s fiscal years thereafter, the Employment
Period shall be automatically extended through the end of the
Company’s next succeeding fiscal year unless, no later than
June 30 th of
any year, either party shall have given written notice to the other
that it does not wish to extend the Employment Period of this
Agreement (the “Employment Period”). References herein
to the Employment Period of this Agreement shall refer to both the
initial Employment Period and any such extended Employment Period.
Executive hereby accepts such continued employment by the Company
for the Employment Period on the terms set forth herein.
Section 2. Duties . During
the Employment Period, Executive shall serve as Senior Vice
President, Finance and Chief Financial Officer; provided that,
effective as of January 5,
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2009, Executive shall serve as Executive Vice
President, Chief Financial Officer and Chief Operating Officer. The
Company may promote Executive to another appropriate position
during the Employment Period. Executive shall render such business
and professional services in the performance of her duties
consistent with Executive’s position within the Company as
well as such services reasonably assigned to her by the Co-Chief
Executive Officers and/or the Board of Directors of the Company.
Executive shall, at all times, report to the Co-Chief Executive
Officers and/or the Board of Directors of the Company and no other
individuals within the Company, and all information technology,
planning, corporate finance and accounting employees of the Company
shall be responsible to report to Executive or such other
individuals as she designates. Executive’s principal place of
employment shall be the offices provided by the Company located in
Los Angeles, California, but it is understood and acknowledged that
the performance of her duties will require Executive to travel
outside Los Angeles. Executive, however, shall not be required,
without her consent, to relocate her principal place of employment
more than 25 miles from the current location of the offices
provided by the Company located in Los Angeles.
At all times during the Employment
Period, Executive shall devote her best efforts and abilities to
the performance of her duties on behalf of the Company and to the
promotion of its interests consistent with, and subject to, the
strategies, policies and directions of the Co-Chief Executive
Officers and the Board. Notwithstanding the foregoing, Executive
may be involved in civic and charitable activities, may manage her
personal investments and may serve on the boards of any public or
private companies, trade organizations or professional
associations; provided that prior to agreeing to serve as a member
of the board of directors of any other entity, Executive shall
discuss her intentions to do so with the Board of Directors of the
Company.
The Company may nominate Executive
to serve on the Board of Directors during the Employment Period in
the discretion of the Board’s Nominating and Governance
Committee. If Executive is so nominated and elected, the Company
agrees that thereafter it will use its reasonable best efforts to
cause Executive to continue to be nominated to serve on the Board
of Directors during the remainder of the Employment
Period.
Section 3. Compensation .
During the Employment Period, as compensation for her services and
covenants hereunder:
(a) The Company shall pay Executive
an annual base salary of Four Hundred Seventy-Five Thousand Dollars
($475,000), effective as of the first pay period ending in January
2009, prorated for any partial employment year, payable in equal
installments at the Company’s current payroll intervals. The
earned but unpaid portions of the base salary will be payable as
soon as practicable after the execution date of this Agreement;
provided, however, that the Compensation Committee, in consultation
with the Co-Chief Executive Officers, may increase such amount
during the Employment Period in its sole and absolute discretion
(the “Base Salary”). Such Base Salary shall be reviewed
annually, and shall be subject to such annual increase, if any, as
determined by the Compensation Committee, in consultation with the
Co-Chief Executive Officers, in its sole discretion.
(b) During the Employment Period,
Executive shall be entitled to an annual target performance based
bonus (the “Annual Bonus”) based on the achievement of
certain
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performance based objectives established by the
Compensation Committee. Executive’s target Annual Bonus shall
be equal to forty five percent (45%) of her Base Salary;
provided, however, that the Compensation Committee, in consultation
with the Co-Chief Executive Officers, may increase, but not
decrease, the percentage of Executive’s Base Salary
representing her target bonus in its sole and absolute discretion.
The actual Annual Bonus is determined based on achievement of
performance results within a range between a threshold that is less
than the specified performance target or in excess of the specified
performance target. The Annual Bonus will range from a minimum of
30% of Base Salary for attainment of the performance based
threshold amount to a maximum of 200% for exceptional performance
in excess of the performance based target amount. Exhibit A hereto
sets forth the performance targets that if achieved will result in
the payment of the corresponding percentage of Base Salary as
Annual Bonus in calendar year 2005.
(i) The performance targets for 2005
have been previously specified by the Compensation Committee and
shall hereafter be established annually by the Compensation
Committee based on financial performance factors determined by the
Compensation Committee in its sole discretion, but after
consultation with Executive and the Co-Chief Executive
Officers.
(ii) The Annual Bonus shall be
payable in cash as soon as practicable following delivery of the
audited financial statements for the Company and its subsidiaries
for the year for which the Annual Bonus is payable (the
“Audited Financial Statements”), but in no event later
than the last day of the applicable two and one-half month
“short-term deferral period” with respect to such
annual bonus, within the meaning of Treasury Regulation
Section 1.409A-1(b)(4).
(c) The parties acknowledge that on
April 21, 2005, the Company granted Executive options to
acquire 100,000 shares of Common Stock, pursuant and subject to the
terms and conditions of the Prior Agreement, the Company’s
2004 Omnibus Incentive Compensation Plan, and the Non-Qualified
Stock Option Agreement, a sample which is attached hereto as
Exhibit B, which include but are not limited to the following: The
exercise price per share of the options was based on the closing
price of the Company Common Stock on April 21, 2005. The
options shall be immediately vested and exercisable as to 50% of
the grant on the grant date and thereafter an additional 4.17% of
the original grant shall vest on each quarterly anniversary until
fully vested and exercisable at the end of the third anniversary of
the grant date. The options granted to Executive under the 2004
Omnibus Incentive Compensation Plan shall be nonstatutory stock
options that are not intended to be incentive stock options under
Section 422 of the Internal Revenue Code. Each option granted
under the terms of the 2004 Omnibus Incentive Compensation Plan
shall be for a term of ten years and shall provide that in the
event Executive’s employment terminates for any reason other
than for Cause or voluntary termination by Executive without Good
Reason, vested options shall continue to be exercisable for at
least three years following the employment termination date, but
not longer than the expiration of the ten-year term after the date
of grant. Additional options may be granted to Executive in the
discretion of the Compensation Committee.
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(d) Restricted Stock.
(i) The parties acknowledge that on
August 3, 2009, subject to Executive’s entering into
this Agreement, the Company granted Executive 20,000 shares of
restricted stock pursuant to the Restricted Stock Agreement, which
is attached hereto as Exhibit D. The restricted stock shall vest
and the restrictions thereon shall lapse in full on
December 31, 2009, subject to Executive’s continued
employment with the Company through the vesting date.
(ii) Upon the Company’s and
Executive’s entering into a new employment agreement (the
“New Agreement”), Executive shall be entitled to
receive a grant of 60,000 shares of restricted stock, subject to
adjustment pursuant to Section 12 of the Company’s 2004
Omnibus Incentive Compensation Plan. This restricted stock shall
vest and the restrictions thereon shall lapse in three equal
installments (20,000 shares each) on December 31 of each of
2010, 2011, and 2012, subject to Executive’s continued
employment with the Company through each vesting date. This grant
of restricted stock shall be taken into account by the Company in
determining the amount, nature and terms of Executive’s
long-term incentive compensation awards under the New
Agreement.
(e) For so long as the Company
remains a public company, Company shall use commercially reasonable
efforts to (i) cause the shares of Common Stock reserved for
issuance to Executive pursuant to the Company’s 2004 Omnibus
Incentive Compensation Plan to be included in a registration
statement on Form S-8 (the “Registration Statement”)
relating to the registration under the Securities Act of 1933 (the
“Act”) of no less than 3,750,000 shares of the
Company’s Common Stock, issuable pursuant to the
Company’s 2004 Omnibus Incentive Compensation Plan;
(ii) cause such awards and the shares issuable pursuant to
such awards to be registered or otherwise exempt under the
securities or blue sky laws of California and such other
jurisdictions in the United States as may be applicable; and
(iii) to maintain a current prospectus and to cause such
Common Stock to be listed on the principal exchange or exchanges or
qualified for trading on the principal over-the-counter market on
which the Company’s Common Stock is then listed or traded, so
long as any Options remain outstanding and have not been exercised
or terminated and for a period of five years after
exercise.
(f) Executive shall be entitled to
paid vacation of four weeks annually. Such vacation shall be taken
at such times as will interfere as little as possible with the
performance of Executive’s duties hereunder. At no time may
Executive accumulate or accrue more than eight weeks of unused
vacation time. Should Executive accumulate or accrue eight weeks of
earned but unused vacation time, Executive shall cease to earn any
further vacation benefits until such time as Executive’s
earned but unused vacation time falls below eight weeks.
(g) Executive shall be entitled to
paid maternity leave of up to three months (as determined in the
discretion of Executive). Executive shall receive her full Base
Salary and benefits as set forth herein throughout any period of
maternity leave and shall remain eligible to receive the Annual
Bonus set forth in Section 3(b) hereof without any reduction
or modification as a result of taking maternity leave in accordance
with this provision.
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(h) Upon presentation of properly
itemized charges together with appropriate documentation, the
Company shall reimburse Executive for all reasonable and necessary
expenses properly incurred by her in the performance of her duties
hereunder, in accordance with the Company’s policies
therefor, as may be in effect from time to time.
(i) Executive shall be allowed to
participate in any present or future medical, health insurance or
other personal fringe benefits plan adopted by the Company for the
general and overall benefit of its full time employees (it being
understood, however, that participation in any such plan is subject
to whatever eligibility requirements are applicable generally to
such plan).
(j) To the extent that the Company
maintains any errors and omissions or other liability insurance
covering officers and directors (“Insurance”),
Executive shall be covered under such policy or policies to the
fullest extent in accordance with the terms thereof. However,
nothing herein shall in any way require the Company to continue to
maintain any Insurance; provided, however, that the Company shall
provide to Executive notice of a modification (including a copy of
such modification) or termination of Insurance.
(k) The Company shall reimburse
Executive for reasonable legal fees and disbursements incurred by
Executive in connection with the negotiation, preparation and
execution of this Agreement.
(l) To the extent that any payments
or reimbursements provided to Executive under this Agreement,
including, without limitation, under Section 3(h), 3(k), 5(b),
5(c) or 5(e) are deemed to constitute compensation to Executive,
such amounts shall be paid or reimbursed reasonably promptly, but
not later than December 31 of the year following the year in
which the expense was incurred. The amount of any payments or
expense reimbursements that constitute compensation in one year
shall not affect the amount of payments or expense reimbursements
constituting compensation that are eligible for payment or
reimbursement in any subsequent year, and Executive’s right
to such payments or reimbursement of any such expenses shall not be
subject to liquidation or exchange for any other
benefit.
Section 4. Early Termination of
Agreement and Other Matters .
(a) It is agreed and understood that
this Agreement (except for Section 6 and 7 hereof) and
Executive’s employment with the Company shall terminate
automatically upon the first to occur of any of the events set
forth in (i) through (v) below:
(i) the date of Executive’s
death;
(ii) the date on which the Board
shall give Executive notice of termination on account of a
Disability (as hereinafter defined), which has prevented Executive
from satisfactorily and completely performing her duties under this
Agreement for a period or periods aggregating more than one hundred
twenty (120) days in any twelve (12) consecutive months
(it being understood that prior to the date of delivery of such
notice, the Company shall compensate Executive as set forth in
Section 3 hereof and that maternity leave taken by Executive
in accordance with Section 3(g) shall not be counted toward
the foregoing one hundred twenty (120) day period);
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(iii) within 30 days following the
date on which the Board or a Co-Chief Executive Officer shall give
Executive notice of termination for Cause (as hereinafter
defined);
(iv) within 30 days following the
date on which the Board or a Co-Chief Executive Officer shall give
Executive notice of termination for any reason other than
Disability or Cause or Executive shall give the Board or a Co-Chief
Executive Officer notice of termination for Good Reason (as
hereinafter defined); or
(v) within 60 days following the
date on which Executive shall give the Board notice of
Executive’s termination for other than for Good
Reason.
(b) For purposes of this Agreement,
“Cause” shall mean that Executive: (i) has been
convicted of, or pleads guilty or nolo contendere to any act of
embezzlement or fraud against the Company, its parent or any of its
subsidiaries or to any felony; (ii) has committed any willful,
intentional, purposeful, grossly negligent or malicious act that
constitutes misconduct and has the effect of materially injuring
the business or reputation of the Company, its parent or any of its
affiliates and any divisions Executive may manage; or
(iii) has materially breached this Agreement; provided,
however, that in the event that the Board determines to terminate
Executive’s employment for Cause, such termination shall only
become effective if the Board shall first provide Executive written
notice detailing such Cause, and if such act or omission is
susceptible to cure, Executive shall be provided a 30 day period to
cure such act or omission.
(c) For the purposes of this
Agreement, “Disability” shall mean that Executive is
determined to be substantially disabled by the insurance company
providing group long-term disability insurance for the
Company’s employees, which determination would entitle
Executive to disability benefit payments thereunder. If no such
insurance is then in force or if no such determination has been
made, “Disability” shall refer to a medically
determinable physical or mental condition disabling Executive from
substantially performing her duties hereunder. Notwithstanding the
foregoing, however, maternity leave taken by Executive in
accordance with Section 3(g) shall not be deemed to be a
“Disability” for purposes of this Agreement. If such
determination is disputed, then the Company and Executive shall
each select a physician licensed to practice medicine in the State
of California who shall, in turn, jointly select a third physician
licensed to practice medicine in the State of California, who shall
make a binding determination of disability. The Company shall bear
the costs of obtaining such determination.
(d) For purposes of this Agreement,
“Good Reason” shall mean without Executive’s
consent (i) a material diminution in the duties, authority or
responsibilities of Executive or a material breach of this
Agreement by the Company, provided that the Board fails to cure
such material reduction or breach within 30 days of receipt of a
written notice from Executive of such material reduction or breach
(which notice shall be provided by Executive to the Company within
90 days following the initial occurrence of such event) or
(ii) requiring Executive to relocate her principal place of
employment to a location that is more than twenty-five
(25) miles from the location of the Company’s principal
office in the Los Angeles area as of the Amended Effective Date.
Executive’s “separation from service” from the
Company (within the meaning of Section 409A(a)(2)(A)(i) of the
Internal Revenue Code of 1986, as amended (the “Code”),
and
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Treasury Regulation Section 1.409A-1(h)) (a
“Separation from Service”) as a result of any of the
foregoing events must occur within 2 years of the initial
occurrence of any such event.
Section 5. Compensation in Event
of Termination; Survival .
(a) Except as otherwise provided
below in this Section 5, upon termination of Executive’s
employment for any reason, the Employment Period of this Agreement
shall end and this Agreement shall expire and the Company shall
have no further obligation to Executive except to the extent that
Executive is otherwise entitled to any accrued but unpaid salary,
bonus or benefits hereunder and insurance coverage in accordance
with applicable law. Notwithstanding the expiration of the
Employment Period or termination of this Agreement; the provisions
set forth in Section 6, 7 and 8 shall remain in full force and
effect after the termination of Executive’s employment
hereunder. Executive shall not be required to seek other employment
or otherwise attempt to mitigate damages to be entitled to any of
the termination benefits provided in this Section 5; provided,
however, that the amount of any payment or benefit provided for in
Section 5(b) shall be reduced by any compensation earned by
Executive as a result of consultancy with or employment by another
entity or individual during the one-year payout period under such
Section; and provided further, however, that any compensation
earned by Executive from service as a board member of the Company
or any other entity shall not reduce such payments or benefits. All
severance benefits provided under this Section 5 shall be
subject to Executive’s execution and delivery, and
non-revocation within any applicable revocation period, of a mutual
general release of claims in a form satisfactory to the Company and
Executive; provided, however, that the Company shall not be
required to release Executive from any claims arising out of or
resulting from Executive’s willful misconduct, fraud,
embezzlement, breach of fiduciary duty, or breach of Section 6
or 7 hereof.
(b) Subject to Section 5(i)
below, if Executive incurs a Separation from Service by reason of
the Company providing Executive with written notice that it does
not wish to extend the Employment Period, Executive (or her estate
in the event she dies after her termination, as applicable) shall
be entitled to the following: (i) a lump sum cash payment
within 60 days after the date of Executive’s Separation from
Service (the “Separation Date”) in an amount equal to
the sum of Executive’s Base Salary plus her Target Bonus in
effect as of such date; (ii) any unvested options shall become
fully vested and immediately exercisable and any restrictions on
restricted stock that was awarded to Executive by the Company
during the Employment Period shall lapse immediately;
(iii) the exercise period with respect to any stock option
shall continue until the earlier of (x) the last day of the
three-year period following the Separation Date or
(y) expiration date of such option according to its terms; and
(iv) continuation for one year following termination of
employment of health insurance benefits consistent with those
provided by the Company to its senior Executives; provided,
however, that the percentage of the cost of such coverage paid by
the Company shall not be less than the percentage of such costs
that was paid by the Company immediately prior to the expiration
date of the Agreement and, upon the expiration of such Company paid
continuation period, Executive shall be entitled to elect, at her
own expense, COBRA continuation coverage for the remainder of the
COBRA group health coverage period provided under applicable
law.
(c) Subject to Section 5(i)
below, if Executive incurs a Separation from Service by reason of a
termination of Executive’s employment either by the Company
without Cause or by
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Executive for Good Reason, Executive (or her
estate in the event she dies after her termination, as applicable)
shall be entitled to the following: (i) a lump sum cash
payment within 60 days after the Separation Date in an amount equal
to two (2) times the sum of Executive’s Base Salary plus
her Target Bonus in effect as of such date; (ii) any unvested
option shall become fully vested and immediately exercisable and
any restrictions on restricted stock that was awarded to Executive
by the Company during the Employment Period shall lapse
immediately; (iii) the exercise period with respect to any
stock option shall continue until the earlier of (x) the last
day of the three-year period following the Separation Date or
(y) the expiration date of such option according to its terms;
and (iv) continuation of health insurance benefits consistent
with those provided by the Company to its senior Executives during
the period commencing on the Separation Date and ending on the
later of (A) the date that is 12 months after the Separation
Date and (B) the last day of the Employment Period as
determined without regard to Executive’s Separation from
Service.
(d) In the event of
Executive’s death or, subject to Section 5(i) below, if
Executive incurs a Separation from Service by reason of
Executive’s Disability, Executive (or her estate, as
applicable) shall be entitled to the following: (i) any
unvested option shall become fully vested and immediately
exercisable and any restrictions on restricted stock that was
awarded to Executive by the Company during the Employment Period
shall lapse immediately; and (ii) the exercise period with
respect to any stock option shall continue until the earlier of
(x) the last day of the three-year period following the
Separation Date or (y) the expiration date of such option
according to its terms; provided that Executive has not been
provided with notice referred to in Section 4(a)(iii)
above.
(e) Subject to Section 5(i)
below, if a Change of Control (as defined below) occurs and
Executive incurs a Separation from Service by reason of a
termination of employment either by the Company without Cause or by
Executive for Good Reason, in each case within 2 years following
the effective date of a Change of Control, Executive (or her estate
in the event she dies after her termination, as applicable) shall
be entitled to the following: (i) a lump sum cash payment
within 60 days after the Separation Date in an amount equal to two
(2) times the sum of Executive’s Base Salary and Target
Bonus in effect as of such date; (ii) any unvested option
shall become fully vested and immediately exercisable and any
restrictions on restricted stock that was awarded to Executive by
the Company during the Employment Period shall lapse immediately;
(iii) the exercise period with respect to any stock option
shall continue until the earlier of (x) the last day of the
three-year period following the Separation Date or (y) the
expiration date of such option according to its terms; and
(iv) continuation of health insurance benefits consistent with
those provided by the Company to its senior Executives for a period
of two years following such termination; provided, however, that
the percentage of the cost of such coverage paid by the Company
shall not be less than the percentage of such costs that was paid
by the Company immediately prior to the expiration date of the
Agreement.
(f) “Change of Control”
for the purposes of this Agreement, shall have the meaning set
forth in Exhibit C, which is attached hereto.
(g) In the event the Company or any
member of the Board asserts that Executive has breached
Section 6 or 7 hereof, then the Company or such Director shall
notify Executive thereof with, in the case of notification by a
Director, a copy thereof being delivered to the Company.
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Nothing in this Section 5(g) shall impair
the Company’s right to seek or obtain injunctive or other
equitable relief at any time in any court having jurisdiction to
enforce the provisions of Section 6 or Section 7
hereof.
(h) Executive’s obligations
under Section 6 and Section 7 of this Agreement shall
survive any termination of this Agreement. Notwithstanding any of
the foregoing, in the event that Executive were to violate
Section 6 or 7, any benefit or amount payable to Executive
pursuant to this Section 5 shall be forfeited and cancelled
immediately upon such violation.
(i) This Agreement shall be
administered and interpreted to maximize the short-term deferral
exception to Section 409A of the Code, and Executive shall
not, directly or indirectly, designate the taxable year of a
payment made under this Agreement. The portion of any payment under
this Agreement that is paid within the “short-term deferral
period” within the meaning of Treasury Regulation
Section 1.409A-1(b)(4) shall be treated as a short term
deferral and not aggregated with other plans or payments. Any other
portion of the payment that does not meet the short term deferral
requirement shall, to the maximum extent possible, be deemed to
satisfy the exception from Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A) for involuntary separation pay
and shall not be aggregated with any other payment. Any right to a
series of installment payments pursuant to this Agreement is to be
treated as a right to a series of separate payments. Any amount
that is paid as a short-term deferral within the meaning of
Treasury Regulation Section 1.409A-1(b)(4), or within the
involuntary separation pay limit under Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A) shall be treated as a separate
payment. Payment dates provided for in this Agreement shall be
deemed to incorporate “grace periods” within the
meaning of Section 409A of the Code.
In addition, notwithstanding
anything to the contrary in this Agreement, no compensation or
benefits, including without limitation any severance payments or
benefits payable under Section 5 hereof, shall be paid to
Executive during the 6-month period following Executive’s
Separation from Service if the Company determines that paying such
amounts at the time or times indicated in this Agreement would be a
prohibited distribution under Section 409A(a)(2)(B)(i) of the
Code. If the payment of any such amounts is delayed as a result of
the previous sentence, then on the first business day following the
end of such 6-month period (or such earlier date upon which such
amount can be paid under Section 409A of the Code without
resulting in a prohibited distribution, including as a result of
Executive’s death), the Company shall pay Executive a
lump-sum amount equal to the cumulative amount that would have
otherwise been payable to Executive during such period.
Section 6. Proprietary
Information of the Company .
(a) At no time during or after
Executive’s employment with the Company will Executive
(i) use Confidential Information (as defined below) for any
purpose other than during such employment as directed by the
Company or (ii) disclose Confidential Information to any
person or entity other than the Company or persons or entities to
whom disclosure has been authorized by the Company in writing
(except that Executive may disclose such information to the minimum
extent necessary to comply with governmental or judicial process,
so long as Executive promptly notifies the Company of such pending
disclosure and consults with the
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Company concerning the advisability of seeking a
protective order or other means of preserving the confidentiality
of the Confidential Information).
(b) During the Employment Period,
Executive shall promptly communicate to Company all ideas,
discoveries and inventions which relate to the Company and which
are or may be useful to the Company. Executive acknowledges that
all such ideas, discoveries, inventions, and improvements, which
relate to the Company and which are made, conceived, or reduced to
practice by her or jointly with others and every item of knowledge
relating to the Company’s business interests (including
potential business interests) gained by her during the course of
her employment hereunder are the property of the Company and
Executive hereby irrevocably assigns all such ideas, discoveries,
inventions, improvements, and knowledge to the Company for its sole
use and benefit, without additional compensation. Executive further
agrees to cooperate fully with Company to perfect Company’s
interest and title to all such ideas, discoveries, inventions and
improvements. Notwithstanding the foregoing, pursuant to California
Labor Code Section 2870, Executive shall not be required
to
