EXECUTIVE EMPLOYMENT
AGREEMENT
EMPLOYMENT AGREEMENT (the "Agreement"), as of the 1st day of August,
2008 by and between ANDREA ELECTRONICS CORPORATION (the
"Company"), a New York corporation, and DOUGLAS J. ANDREA
(the "Executive").
WITNESSETH:
WHEREAS, the Company desires to continue the employment of
the Executive and to enter into an employment agreement embodying
the terms of such continued employment;
WHEREAS, the Executive desires to enter into this
Agreement and to accept such employment, subject to the terms and
provisions of this Agreement;
NOW, THEREFORE, in consideration of the premises and mutual
covenants contained herein and for other good and valuable
consideration, the receipt of which is mutually acknowledged, the
Company and the Executive (individually a "Party" and together the
"Parties") agree as follows:
(a) "Base Salary"
shall mean the Executive's base salary in accordance with Section
4(a) below.
(b) "Board" shall mean
the Board of Directors of the Company.
(c) "Business" shall
mean the design, development and manufacture of state-of-the-art
microphone technologies and products for enhancing speech-based
applications and audio applications software and communications
that require high quality, clear voice signals primarily for the
following markets: (i) personal computing (primarily for speech
recognition applications and voice communication over the
Internet); (ii) audio and video conferencing; (iii) in-vehicle
communications (to enable untethered, hands-free communication);
and (iv) call centers.
(d) "Cause" shall mean
that the Board reasonably concludes, in good faith and after
investigation, that: (i) the Executive engaged in conduct which is
a felony under the laws of the United States or any state or
political subdivision thereof; (ii) the Executive engaged in
conduct constituting breach of fiduciary duty or breach of the duty
of loyalty, willful misconduct relating to the Company (including
acts of employment discrimination or sexual harassment),
embezzlement, or fraud; (iii) the Executive breached his
obligations or covenants under this Agreement in any material
respect; (iv) any material violation by the Executive of any law or
regulation applicable to the business of the Company or any of its
affiliates; (v) the Executive substantially and willfully refused
to follow a proper directive of the Board within the scope of the
Executive's duties . (which shall be capable of being performed by the
Executive with reasonable effort) after written notice from the
Board specifying the performance required and the Executive's
failure to perform within 30 days after such notice; (vi) the
Executive engaged in an act or acts of dishonesty or
misrepresentation that materially affects the business or the
financial condition of the Company; or (vii) the Executive's abuse
of alcohol or drugs that, in the Company's reasonable judgment,
materially impairs his ability to perform his duties and
responsibilities hereunder or endangers other individuals in the
workplace.
(e) "Code" shall mean
the Internal Revenue Code of 1986, as amended from time to
time.
(f) "Date of
Termination" shall mean the effective date of the Executive's
termination of employment for any reason.
(g) "Disability" or
"Disabled" shall mean the failure of the Executive due to illness,
injury, or physical or mental incapacity to carry out effectively
the Executive's duties with respect to the Company for a period of
six (6) consecutive months or nine (9) months in any eighteen-month
(18) consecutive period.
(h) "Effective Date"
shall mean the date of this Agreement as first written
above.
(i) "Term of
Employment" shall mean the period specified in Section 2
below.
The Company hereby employs the Executive, and the
Executive hereby accepts such employment, for a two-year term
commencing on the Effective Date and ending on July 31, 2010,
subject to earlier termination as provided in Section 6
below. The Agreement shall be subject to renewal as
approved by the Compensation Committee of the Board of
Directors.
|
3.
|
Position,
Duties, and Responsibilities.
|
On or about the Effective Date and continuing for
the remainder of the Term of Employment, the Executive shall be
employed as the Chief Executive Officer of the
Company. The Executive shall be nominated for election
as a member of the Company's Board of Directors (the "Board"), and
the Company shall defend, hold harmless, and indemnify the
Executive from any cost, liability or judgment incurred by the
Executive as a result of his actions or inactions as a member of
the Board, so long as they are in good faith. The
Executive shall serve the Company and its affiliates faithfully,
conscientiously and to the best of the Executive's ability, shall
promote the interests and reputation of the Company and its
affiliates and shall perform his duties hereunder in accordance
with the policies and procedures of the Company as in effect from
time to time. Unless prevented by sickness or
Disability, the Executive shall devote all of the Executive's time,
attention, knowledge, energy and skills, during normal working
hours, and at such other times as the Executive's duties may
reasonably require, to the duties of the Executive's employment;
provided, however, that this Agreement shall not be interpreted as:
(a) prohibiting the Executive from, in accordance with the policies
and procedures of the Company, managing his personal affairs,
engaging in charitable or civic activities; or (b) subject to prior
approval of the Company and any regulatory or self-regulatory
process which may be required, serving as a director of any other
corporation or business entity not affiliated with or in
competition with the Company or its affiliates, so long as such
activities do not interfere in any material respect with the
performance of the Executive's duties and responsibilities
hereunder.
The Executive, in carrying out his duties under
this Agreement, shall report to the Board. The
Executive's office shall be located at the Company's headquarters,
which is currently located at 65 Orville Drive, Suite One, Bohemia,
NY 11716, or within a thirty-mile radius thereof.
|
4.
|
Compensation and Benefits.
|
From the effective date through July 31, 2009,
the Company shall pay the Executive an annual Base Salary ("Base
Salary") of $312,500, and for the period of August 1, 2009 through
July 31, 2010 the Base Salary shall be $325,000. Base
Salary shall be payable in accordance with the Company's payroll
practices with respect to senior executives as in effect from time
to time.
The Executive shall be eligible to receive both a
quarterly performance bonus and an annual performance
bonus.
(1) Quarterly
Bonus. The Executive shall be eligible to receive a
quarterly bonus equal to 25% of the Company’s pre-bonus net
after tax quarterly earnings in excess of $25,000 for a total
quarterly bonus amount not to exceed $12,500. For
example, if the Company has quarterly net earnings equal to
$60,000, the maximum quarterly bonus payable would be $8,750
(($60,000-$25,000) × 25%). Any bonus shall be
payable as soon as the Company's cash flow permits.
(2) Annual
Bonus. The Executive shall be eligible to receive an
annual bonus equal to 10% of the Company’s annual pre-bonus
net after tax earnings in excess of $300,000. For
example, if the Company had annual pre-bonus net earnings equal to
$450,000, the maximum annual bonus payable would be $15,000
(($450,000-$300,000) × 10%). Any bonus shall be
payable as soon as the Company's cash flow permits.
All bonus determinations shall be made in the
sole discretion of the Board or Compensation
Committee. The Executive shall not participate in any
deliberations or determinations of the Board or Compensation
Committee concerning his bonus. Any bonus
shall be prorated: (i) through the Date of Termination in the event
that the Executive's employment is terminated for any reason by
either the Company or the Executive; and/or (ii) for any leave of
absence taken in the year for which the bonus is awarded to the
extent permitted by law. Both the first and last
quarterly bonus, if any, and the annual bonus for 2008 and 2010
shall be pro-rated to coincide with the Company’s quarterly
and annual financial reporting.
(c) Long-Term
Incentive Compensation Program .
Subject to the terms and conditions of the Andrea
Electronics Corporation 2006 Stock Plan (the "Plan") , the Company
has granted the Executive three million (3,000,000) stock options
on August 8, 2008 and, subject to the approval of the Board, the
Compensation Committee will recommend a second grant of one million
(1,000,000) stock options as soon as practical after August 1,
2009, equal to the fair market value of the traded shares as
determined on or about the date of each grant(s). For
the 3,000,000 stock options on August 8, 2008, 2,000,000 of the
stock options vest in equal annual installments over a 3-year
period commencing on August 1, 2009 (i.e., the options vest 33.3%
on each of August 1, 2009, August 1, 2010, and August 1, 2011) and
1,000,000 of the stock options vest in equal annual installments
over a 3-year period commencing on August 1, 2010 (i.e., the
options vest 33.3% on each of August 1, 2010, August 1, 2011, and
August 1, 2012).
Notwithstanding any other provision of this
Section 4(c) to the contrary: (i) upon the Executive's Termination
without Cause or Resignation With the Company's Consent (defined in
Section 6(d) below), the Executive's stock options will vest
immediately and shall be exercisable in accordance with Section
6(d) below; (ii) upon a Change in Control (defined in Section 6(e)
below) the Executive's stock options will vest immediately and
shall be exercisable in accordance with Section 5(d) below; and
(iii) in the event that the Executive terminates his employment for
any reason other than as provided in Sections 6(d) and 6(e) below,
all unvested options shall be treated in accordance with the terms
and conditions of the Plan.
(d) Employee
Benefit Programs .
During the Term of Employment, the Executive
shall be eligible to participate in the various benefit programs,
including health, medical, and accident benefits, applicable to
similarly situated senior executives of the Company subject to and
in accordance with the terms and conditions of such plans as are in
effect from time to time. During the Term of Employment,
the Company shall maintain the current life insurance policy in
effect for the Executive at the Company's expense except if the
Executive is terminated for Cause as defined in paragraph 3 of this
Agreement.
(e) Reimbursement
of Business Expenses .
During the Term of Employment, the Executive is
authorized to incur reasonable business expenses in carrying out
his duties and responsibilities under this Agreement, and the
Company shall reimburse him for all such
reasonable business expenses reasonably incurred in
connection with carrying out the business of the Company, subject
to and in accordance with the terms and conditions of the policies
applicable to similarly situated senior executives of the Company
regarding such expenses as are in effect from time to
time.
During the Term, the Executive shall be entitled
to twenty (20) days of paid vacation annually. Any
accrued but unused vacation days may be rolled over to the next
12-month period, provided that the number of unused vacation days
for any period shall not exceed forty (40) vacation
days. All vacation leave is subject to and in accordance
with the vacation policies of the Company with respect to senior
executives as are in effect from time to time; provided, however,
that the Executive shall be entitled to payment of any accrued but
unused vacation, if any, at the Date of Termination.
(a) For purposes
hereof, a "Change in Control" shall be defined as:
(i) the acquisition by
any individual, entity or group (within the meaning of Section
13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")) (a "Person") of beneficial ownership
(within the meaning of Rule 13D-3 promulgated under the Exchange
Act), directly or indirectly of 50% or more of either (a) the then
outstanding shares of common stock of the Company (the "Outstanding
Company Common Stock") or (b) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of Directors (the "Outstanding Company
Voting Securities"); provided, however, that for purposes of this
subsection (1), the following acquisitions shall not constitute a
Change of Control; (1) any acquisition directly from the Company,
(2) any acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company, or (4)
any acquisition by any corporation pursuant to a transaction which
complies with clauses (A), (B) and (C) of subsection (iii) below;
or
(ii) individuals who,
as of the date hereof, constitute the Board of Directors of the
Company (the "Incumbent Board") cease for any reason to constitute
at least a majority of the Incumbent Board, provided, however, that
any individual becoming a director subsequent to the date hereof
whose election or nomination for election by the Company's
shareholders was approved by a vote of at least a majority of the
directors then comprising the Incumbent Board shall be considered
as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or
consents by or on behalf of a Person other than the Incumbent
Board; or
(iii) consummation of a
reorganization, merger, consolidation, or sale or other disposition
of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such
Business Combination, (A) all or substantially all of the
individuals and entities who were the beneficial owners of the
Outstanding Company Common Stock and Outstanding Company Voting
securities, respectively, immediately prior to such
Business Combination beneficially own, directly or indirectly, more
than 60% of the then outstanding shares of common stock and the
combined voting power, respectively, of the then outstanding voting
securities entitled to vote generally in the election of directors,
as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as
a result of such transaction owns the Company or all or
substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same
proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding
Company Voting Securities, as the case may be, (B) no Person
(excluding any employee benefit plan (or related trust) of the
Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, 20% or more
of, respectively, the then outstanding shares of common stock of
the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of
such corporation except to the extent that such ownership existed
prior to the Business Combination, and (C) at least a majority of
the members of the board of directors of the corporation resulting
from such Business Combination were members of the Incumbent Board
at the time of the execution of the initial agreement, or of the
action of the Incumbent Board, providing for such Business
Combination; or
(iv) approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company.
(b) All restrictions
on the restricted stock then held by the Executive will lapse
immediately, all stock options and stock appreciation rights then
held by the Executive will become immediately vested and
exercisable and any performance shares or units then held by the
Executive will vest immediately, in full, in the
event of a Change in Control and shall remain exercisable as
provided in the grants and under the Plan.
|
6.
|
Termination of Employment.
|
(a) Termination of
Employment Due to Death . In the event of the
Executive's death during the Term of Employment, the Term of
Employment shall end as of the date of the Executive's death and
his estate and/or beneficiaries, as the case may be, shall
thereupon be entitled to the following:
(i) Base Salary earned
but not paid prior to the date of his death;
(ii) Any annual and
quarterly bonuses under Section 4(b) with respect to any year prior
to the year of his death which have not yet been paid, together
with the prorated portion through the date of his death of the
Executive's annual and quarterly bonuses earned but unpaid for the
year of his death;
(iii) any amounts
earned, accrued, or owing to the Executive but not yet paid under
Section 4(d)-(f) above, subject to the terms and conditions of the
applicable benefit plans and programs;
(iv) such other or
additional benefits, if any, as are provided under applicable
plans, programs and/or arrangements of the Company; and
(v) any unexercised or
unvested stock options shall remain exercisable or vest upon the
Executive's death only to the extent provided in the applicable
option plan and option agreements.
(b) Termination of
Employment Due to Disability . Either the Company or
the Executive may terminate the Executive's employment due to
Disability during the Term of Employment upon written notice to the
other Party in accordance with Section 20 below. The
Term of Employment shall end as of the Date of Termination
specified in the notice, and the Executive shall thereupon be
entitled to the following (in addition to the benefits due him
under the then current disability programs of the Company, if
any):
(i) Base Salary earned
but not paid prior to the Date of Termination;
(ii) any annual and
quarterly bonuses under Section 4(b) with respect to any year prior
to the year of the Date of Termination which have not
yet been paid together with the prorated portion through the Date
of Termination of the Executive's annual and quarterly bonuses
earned but unpaid for the year of his Termination;
(iii) any amounts
earned, accrued or owing to the Executive but not yet paid under
Section 4(d)-(f) above, subject to the terms and conditions of the
applicable benefit plans and programs;
(iv) such other or
additional benefits, if any, as are provided under applicable
plans, programs and/or arrangements of the Company; and
(v) any unexercised or
unvested stock options shall remain exercisable or vest upon the
Executive's termination only to the extent provided in the
applicable option plan and option agreements.
(c) Termination of
Employment by the Company for Cause . The Company
may terminate the Executive's employment for Cause during the Term
of Employment following prior written notice to the Executive which
will be effective ten (10) calendar days after the delivery of such
notice to the Executive. If the Executive's employment
is so terminated by the Company, the Term of Employment shall end
as of the effective date of the notice and the Executive shall
thereupon be entitled to the following:
(i) Base Salary earned
but not paid prior to the Date of Termination;
(ii) any annual and
quarterly bonuses under Section 4(b) with respect to any year prior
to the year of the Date of Termination which have not yet been
paid, together with the prorated portion through the Date of
Termination of the Executive's quarterly bonus;
(iii) any amounts
earned, accrued or owing to the Executive but not yet paid under
Section 4(d)-(f) above, subject to the terms and conditions of the
applicable benefit plans and programs;
(iv) such other or
additional benefits, if any, as are provided under applicable
plans, programs and/or arrangements of the Company; and
(v) any unexercised or
unvested stock options shall remain exercisable or vest upon the
Executive's termination only to the extent provided in the
applicable option plan and option agreements.
(d) Termination Of
Employment By The Company Without Cause Or Resignation With The
Company's Consent . The Company may terminate the
Executive's employment without Cause during the Term of Employment
following prior written notice to the Executive which will be
effective no less than thirty (30) calendar days after the delivery
of such notice to the Executive or the Executive may resign with
the Company's consent. The Term of Employment shall end
as of the Date of Termination specified in the
notice. If the Executive's employment is so terminated
by the Company without Cause or he resigns with the Company's
consent, other than due to death or Disability or Termination by
the Company for Cause or as provided in Section 6(e) below, the
Executive shall thereupon be entitled to the following:
(i) Base Salary earned
but not paid prior to the Date of Termination;
(ii) any annual and
quarterly bonuses under Section 4(b) with respect to any year prior
to the year of the Date of Termination which have not yet been
paid, together with the prorated portion through the Date of
Termination of the Executive's annual and quarterly bonuses earned
but unpaid for the year of his Termination;
(iii) any amounts
earned, accrued or owing to the Executive but not yet paid under
Section 4(d)-(f) above, subject to the terms and conditions of the
applicable benefit plans and programs;
(iv) such other or
additional benefits, if any, as are provided under applicable
plans, programs and/or arrangements of the Company;
(v) all granted but
unvested stock options shall immediately vest in full and shall be
exercisable in accordance with the terms and conditions of the
Plan; and
(vi) provided that the
Executive executes a separation agreement and general release in
the form annexed as Exhibit A and in accordance with the time
frames and conditions set forth therein, the Company shall also pay
the Executive: (1) a severance payment equal to six (6) months of
the Executive's most recent Base Salary plus the six (6) months
prorated portion of the Executive's most recent annual and
quarterly bonuses, payable in equal amounts over a period of six
(6) months in accordance with the Company's normal payroll
practices as are in effect from time to time; and (2) in addition,
the Company shall arrange and pay for continuation of health
insurance coverage for the Executive, and his spouse and dependents
for a period of twelve (12) months from the Date of Termination and
shall, for a period of eighteen (18) months from the expiration of
such six month period, provide COBRA continuation coverage to the
Executive.
(e) Termination
Following a Change in Control . If, during the Term
of Employment, the Company shall, for its convenience, terminate
the Executive's employment within the later of the remaining term
of the agreement or six (6) months following a Change in Control,
then the Company shall provide the Executive, or in the event of
his subsequent death, his beneficiary or beneficiaries, or his
estate, as the case may be:
(i) Those payments and
benefits described in Section 6(d)(i), (ii), (iii), and (iv), which
shall be immediately due and payable;
(ii) a sum equal to two
(2) years of the Executive's most recent Base Salary plus a pro
rated portion of the Executive's most recent annual and four
quarterly bonuses paid immediately preceding the Change of
Control. Such payments shall be paid in equal monthly
installments during the twenty-four (24) month period following the
Executive's termination; and
(iii) continuation for
two (2) years of health and medical benefits coverage substantially
equivalent to the coverage maintained by the Company for the
Executive prior to his termination, except to the extent such
coverage may be changed in its application to all Company employees
on a nondiscriminatory basis, and shall, for a period of eighteen
(18) months from the expiration of such two (2) year period,
provide COBRA continuation coverage, if available, to the
Executive. Notwithstanding the foregoing, such coverage
shall cease in the event that the Executive becomes covered by
comparable coverage from another employer. In no event
is the Executive entitled to receive cash consideration in lieu of
the continued coverage provided by this subparagraph
6(e)(iii).
All stock options, whether then vested or
unvested, shall vest and/or become exercisable in accordance with
Section 5(b).
(f) Termination of
Employment by the Executive . The Executive may
voluntarily terminate his employment during the Term of Employment
(other than for death or Disability) by giving at least 30 days
prior written notice to the Company in accordance with Section 20
below. The Executive's employment shall terminate upon
the date specified in his notice of
termination. Thereafter, the Executive shall thereupon
be entitled to the same payments and benefits as provided in
Section 6(c)(i)-(iv) above. All unexercised or unvested
options shall be subject to the terms and conditions of their grant
and the Plan.
(g) Non-renewal
. In the event this Agreement is not renewed, the
Executive's employment shall terminate at the expiration of the
Term of Employment, and the Executive shall thereupon be entitled
to through the date of termination those sums described in Section
6(c)(i)-(iv) above, which shall be immediately due
and payable. All benefits shall cease in accordance with
the terms of the applicable Company policies or plans, and any
unexercised or unvested stock options shall remain exercisable or
vest only to the extent provided in the applicable option plan and
option agreements. In no event shall the Executive be
entitled to any severance payments or other compensation other than
those described in Section 6(c) above.
(h) Upon termination
of the Executive's employment for any reason or if the Agreement is
not renewed, whichever is earlier, the Executive agrees to
immediately resign all director and officer positions with the
Company effective as of the Date of Termination, or expiration of
the Term, as applicable. The Board may, in its
discretion, accept Executive's resignation or invite Executive to
remain on the Board.
|
7.
|
Confidentiality; Assignment of
Rights.
|
(a) The Executive
acknowledges that during the Term of Employment, the Company will
disclose to and entrust to him trade secrets, and other
confidential and proprietary information, including, but not
limited to: (i) information disclosed to it by third parties
(whether pursuant to a confidentiality agreement or otherwise);
(ii) knowledge of certain proprietary information and trade secrets
concerning the past, present, and future strategies, plans,
business activities, finances, methods, operations, customers,
accounts, service, product information, and employees of the
Company and its customers, including, but not limited to: certain
technical know-how and specifications, copyrights, training,
software source and object codes, technology, research, market
information and data, formulas, processes, methods, machines,
manufacturers, products, compositions, developments, discoveries,
plans, customer lists, customers, partners, pricing, business
planning, vendors, costs, pricing, other activities of the Company
and its customers, and information ( e.g. , customer or
client lists, names, addresses, telephone numbers, identity of
contact persons, and financial information) with respect to
individuals and entities who have entered into, or have been
solicited to enter into, relationships with the Company; and (iii)
other non-public, proprietary or confidential information of the
Company, its affiliates or their respective customers or clients
(collectively "Business Information"). The Executive
acknowledges and agrees that all Business Information is and shall
remain the sole property of the Company.
(b) Except as required
by law, the Executive will not, whether during or after the
termination or cessation of his employment hereunder, reveal to any
person, association or company any of the trade secrets or
confidential information concerning the organization, business, or
finances of the Company so far as they have come or may come to his
knowledge, except as may be required in the ordinary course of
performing his duties as an employee of the Company or except as
may be in the public domain through no fault of the Executive or as
required to be disclosed by law or court order, and the Executive
shall keep secret all matters entrusted to him and shall not use or
attempt to use any such information in any manner which may injure
or cause loss or may be calculated to injure or cause loss whether
directly or indirectly to the Company.
(c) The Executive
acknowledges and agrees that during his employment hereunder he
shall not make, use, or permit to be used any notes, memoranda,
drawings, specifications, programs, data, or other materials of any
nature relating to any matter within the scope of the
business of the Company or concerning any of its dealings or
affairs otherwise than for the benefit of the
Company. The Executive further acknowledges and agrees
that he shall not, after the termination or cessation of his
employment hereunder, use or permit to be used any such notes,
memoranda, drawings, specifications, programs, data, other
materials, or Business Information it being agreed
that any of the foregoing shall be and remain the
sole and exclusive property of the Company and that immediately
upon the termination or cessation of his employment he shall
deliver all of the foregoing, and all copies thereof, to the
Company, at its main office.
(d) If at any time or
times during his employment hereunder, the Executive shall (either
alone or with others) make, conceive, discover, reduce to practice,
or become possessed of any invention, modification, discovery,
design, development, improvement, process, formula, data,
technique, know-how, secret, or intellectual property right
whatsoever or any interest therein (whether or not patentable or
registrable under copyright or similar statutes or subject to
analogous protection) (herein called "Inventions") that relates to
the business of the Company or any of the products or services
being developed, manufactured, marketed, sold, or otherwise
provided by the Company or which may conveniently be used in
relation therewith, or results from tasks assigned to him by the
Company or results from the use of premises or equipment owned,
leased, or contracted for by the Company, such Inventions and the
benefits thereof shall immediately become the sole and absolute
property of the Company, and the Executive shall promptly disclose
to the Company (or any persons designated by it) each such
Invention and hereby assign any nights he may have or acquire in
the inventions. and benefits and/or rights resulting
therefrom to the Company without compensation and shall
communicate, without cost or delay, and without publishing the
same, all available information relating thereto (with all
necessary plans and models) to the Company. The
Executive hereby further represents and acknowledges that any and
all such Inventions made, conceived, discovered, or reduced to
practice prior to the date hereof, whether or not he is the named
inventor; are owned solely by the Company, and that he has no
right, title, or interest therein, and he agrees that upon the
request of the Company, and without any compensation to him, he
will take such action and execute such documents as the Company may
request to evidence and perfect the Company's ownership of the such
Inventions.
(e) The Executive will
also promptly disclose to the Company, and the Company hereby
agrees to receive all such disclosures in confidence, any other
invention, modification, discovery, design, development,
improvement, process, formula, data, technique, know-how, secret,
or intellectual property right whatsoever or any interest therein
(whether or not patentable or registrable under copyright or
similar statutes or subject to analogous protection) made,
conce
