Common use of Covenants by You Clause in Contracts

Covenants by You. You expressly acknowledge and agree that: (i) you have returned to the Company all Company documents (and any copies thereof) and property, and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure; (ii) all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law); (iii) you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of its officers, directors or managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its officers, directors and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, you agree that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and Benefits already provided to you pursuant to this Agreement.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) Except for your Company laptop, which you have returned to may keep after confidential information of the Company has been removed from it, you agree to return all Company documents (and any copies thereofthereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property. (b) You agree to keep confidential all confidential and proprietary information of the Company, and that you will agree to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's ’s trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure;information. (iic) all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided You agree that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law); (iii) you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of and/or its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against and/or its officers, directors and employeesmanagers). Your cooperation in connection with such mattersThe Company’s executive officers, actions marketing personnel and claims shall include, without limitation, being available to meet with Company officials regarding personnel members of its Board of Directors will not make any public statements that are professionally or commercial matters in which you have been involved; to prepare for any proceeding personally disparaging about you. (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. d) You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any breach of any of the foregoing covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, by you agree that in the event of shall constitute a breach or threatened material breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and Benefits compensation already provided paid to you pursuant to Section 2 of this Agreementletter.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) you have returned You are obligated to return to the Company on the Separation Date, all Company documents (documents, originals and any copies thereof) copies, whether in hard or electronic form, and all Company property, including without limitation keys, computers, computer disks, pagers, phones and that you credit cards. (b) You remain bound by, and will continue to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure by, Section 3 of the Company's Amended and Restated Employment Agreement between you and the Companies dated February 3, 2016 (the “Employment Agreement”, the terms of which are incorporated by reference into this Agreement, in addition to any other obligations created by law requiring you to protect the Companies’ trade secrets and/or secrets, and confidential and proprietary documents and information and shall not disclose any confidential information regarding information. Notwithstanding the Company unless required to do so by law in which you foregoing, the parties agree to provide that the Company with at least five (5word “customer” is deleted from Section 3(c)(B) business days' advance notice of such disclosure;the Employment Agreement. (iic) all information relating in any way to For three years after the negotiation date of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law); (iii) you will not make any statements statements, whether verbally or in writing (including in electronic communications) that are professionally or personally disparaging aboutof, or adverse toto the interests of, the interests of the Company (Companies or to any of their its officers, directors directors, managers or managers) includingemployees. This includes, but is not limited to, any statements that disparage any such personthe products, product, serviceservices, finances, financial condition, capability or any other aspect of the business of the Company, and that you will Companies. You further agree not to engage in any conduct which is intended to harm harm, professionally or personally personally, the reputation of the Company (Companies or any of its their officers, directors directors, managers or managers);employees. (ivd) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its officers, directors and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree understand that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any if you breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, you agree that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at lawit shall constitute a material breach of this Agreement, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach and shall relieve the Company Companies of any further obligations hereunder andto you under this Agreement. Furthermore, if you breach any of these covenants, you shall be required to reimburse the Company the amount of your Severance Pay and the cost of any other benefits provided to you by virtue of this Agreement, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and Benefits already provided to you pursuant to this Agreementfor such breach.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) With the exception of the laptop that was provided to you have returned (which you may keep), you agree to the Company return all Company documents (and any copies thereofthereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property. (b) You agree to keep confidential all confidential and proprietary information of the Company, and that you will agree to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's ’s trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure;information. (iic) You agree that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed by you to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);. (iiid) You agree that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of and/or its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against and/or its officers, directors and employeesmanagers). Your cooperation in connection with such matters, actions The Company’s executive officers and claims shall include, without limitation, being available to meet with Company officials regarding personnel members of its Board of Directors will not make any public statements that are professionally or commercial matters in which you have been involved; to prepare for any proceeding personally disparaging about you. (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. e) You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any breach of any of the foregoing covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, by you agree that in the event of shall constitute a breach or threatened material breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and Benefits compensation already provided paid to you pursuant to Section 2 of this Agreementletter.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) that no later than February 10th, you have returned will return to the Company Company, and will not retain, any and all Company files, documents and other confidential information (and any copies thereofthereof in any form or media) and property, including without limitation, any cell phone, hand-held computer device, keys, key cards and vehicles, you will however maintain access to your computer and you understand and agree that you will not receive the Severance until you have done so; (b) that you reaffirm and will abide by the Intellectual Property Protection and Assignment Agreement previously signed by you and attached hereto (the “IPPA”) and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's ’s trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosureinformation; (iic) that for a period of one year after the Separation Date, you will not, on your own behalf, or as owner, manager, stockholder, consultant, director, officer, or employee of any business entity other than the Company, directly or indirectly hire, attempt to hire, or induce or solicit to be hired, as an employee or consultant or in any other capacity, any employee or exclusive consultant of the Company (or any person who may have been employed or engaged as a consultant exclusively by the Company during the term of your employment by the Company), or assist in such hiring by any other person or business entity or encourage any such employee or consultant to terminate his or her employment or consultancy relationship with the Company, you may however hire former employees of the Company that were categorized as involuntary terminations from the Company; (d) that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and the Company and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law); (iiie) that you and the Company will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of you and the Company (or to any of and its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you and the Company will not engage in any conduct which is intended to harm professionally or personally the reputation of you or the Company (or any of and its officers, directors or and managers); (ivf) you will cooperate fully with that the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against its officers, directors and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any breach of any of the foregoing covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition or of the foregoing, you agree that in terms of the event of IPPA by either party shall constitute a breach or threatened material breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach this Agreement and shall relieve the Company impacted party of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Companyeither party, shall entitle the Company to recover any Separation Severance Pay and Benefits already provided paid to or for you pursuant to Section 1 of this Agreement; and (g) that all of the Company’s rights under this Agreement will inure to the benefit of the Company’s successors and assigns.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) You agree to return your company lease vehicle within 30 days after the Separation Date. Additionally, you have returned agree to the Company return all Company documents (and any copies thereofthereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property. Notwithstanding the foregoing, and that you will be allowed to keep your company-issued personal computer, provided that the Company has had the opportunity to remove any data or other information it deems to be Company Confidential Information. (b) You agree to abide by the Invention, Non-Disclosure and Non-Competition Agreement dated July 21, 2016 (the terms of which are hereby incorporated by reference) and to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's ’s trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure;information. (iic) You agree that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed by you to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);. (iiid) You agree that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of about the Company (or to any of and/or its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against and/or its officers, directors and employeesmanagers). Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any breach of any of the covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of Notwithstanding the foregoing, you agree that in the event of a breach or threatened breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled allowed to seek make statements and obtain equitable relief, engage in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle activities competitive with the Company to recover any Separation Pay the extent allowed by your Invention, Non-Disclosure and Benefits already provided to you pursuant to this Non-Competition Agreement. (e) You may refer potential employers seeking employment verification and information to the Company Vice-President for Human Resources who will inform any inquirer that Company policy does not allow references but only allows the Company to provide dates of employment and positions held by you, which information she or he may provide.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) If you have returned a company lease vehicle, you agree to return the Company vehicle on or before the 30 day anniversary of the Separation Date. Additionally, you agree to return all Company documents (and any copies thereofthereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within one (1) business day of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property. (b) You agree to abide by the Invention, Non-Disclosure and that you will Non-Competition Agreement dated on or about March 24, 2017 and attached hereto (the terms of which are hereby incorporated by reference) and to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's ’s trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure;information. (iic) You agree that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);. (iiid) You agree that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of and/or its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against and/or its officers, directors and employees. Your cooperation in connection with such mattersmanagers). (e) You agree that during the six-month period immediately following the Separation Date and subject to any obligations you may have to a current employer at the time, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); will be required to provide affidavits; to assist with any auditthe Company reasonable transition services upon request (not to exceed seven (7) hours per month) and the Company will compensate you for such transition services ▇▇ ▇▇▇ ▇▇▇▇ | ▇▇▇▇▇▇, inspection▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ | United States Phone: +▇ ▇▇▇.▇▇▇.▇▇▇▇ ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ at a rate of $15,450 per month, proceeding for total compensation of $92,700. The Company shall pay you the compensation for such transition services within ten (10) days after the end of each of the first six months following the Separation Date. Such compensation shall be paid monthly whether or other inquiry; and to act not transition services are requested by Company during each month. In the event you do not provide such transition services as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) requested by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company; (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company will not be obligated to cease doing business with provide the Company; nor may you solicit any customer or business partner of the Company monthly compensation referred to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary 4(e), it being understood that your failure to protect provide such transition services shall not affect any other payment obligations the Company's business interests; and Company owes you under this Agreement. (iiif) in Subject to Section 4(e), you agree that the event of any breach of any of the foregoing covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, by you agree that in the event of shall constitute a breach or threatened material breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and Benefits compensation already provided paid to you pursuant to Section 2 of this Agreementletter.

Covenants by You. You expressly acknowledge and agree thatto the following: (ia) you have returned You agree to the Company return all Company documents (and any copies thereofthereof whether in hard or electronic form), property (including, without limitation, keys, computers, iPads, computer disks and CD-ROMs, USB storage devices, pagers, phones and credit cards) and transfer any other Company information (including documents, files, etc.) within five (5) business days of the Separation Date. You may return Company documents, property and other Company information to the Company via FedEx using the Company account number. You agree to cooperate with Company representatives in the return of Company property. (b) You agree to keep confidential all confidential and proprietary information of the Company, and that you will agree to abide by any and all common law and/or statutory obligations relating to protection and non-disclosure of the Company's ’s trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice of such disclosure;information. (iic) You agree that all information relating in any way to the negotiation of this Agreement, including the terms and amount of financial consideration provided for in this Agreement, shall be held confidential by you and shall not be publicized or disclosed by you to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law);. (iiid) You agree that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of and/or its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against and/or its officers, directors and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trialmanagers); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Company;. (v) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner of the Company to cease doing business with the Company; nor may you solicit any customer or business partner of the Company to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity; (vi) for a period of one (1) year commencing on the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viiie) You acknowledge and agree that any inventions, discoveries, developments, improvements, works of authorship, trade secrets, processes, designs, software, documentation, or other intellectual property conceived, developed, or reduced to practice by you, alone or jointly with others, during the course of your employment with the Company and relating to the Company’s business or actual or anticipated research or development (icollectively, “Inventions”) are and shall be the provisions sole and exclusive property of the Company or its designee. You hereby assign and transfer to the Company all right, title, and interest worldwide in and to any such Inventions, including all associated intellectual property rights. You further agree to reasonably cooperate with the Company, both during and after the termination of your employment, at the Company’s expense, in securing, maintaining, enforcing, or defending the Company’s rights in the Inventions, including executing documents and providing testimony as reasonably requested in connection with patent, trademark, copyright, or other intellectual property matters. If such assistance is requested after the termination of your employment, the Company will compensate you at your reasonable consulting rate for time actually spent providing such assistance. You hereby irrevocably appoint the Company and its authorized representatives as your attorney-in-fact to execute and file documents and take actions necessary to effectuate the purposes of this Section 3 subsection if you fail or are necessary and reasonable unable to protect do so, provided that such authority will be exercised solely for the purpose of perfecting the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) ’s rights in the event of any Inventions. (f) You agree that the breach of any of the foregoing covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, by you agree that in the event of shall constitute a breach or threatened material breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Pay and Benefits compensation already provided paid to you pursuant to Section 2 of this Agreementletter.

Covenants by You. You expressly acknowledge and agree thatto the following: (i) You have returned all Company property, including but not limited to your office keys, building access cards/passes, laptop computer, Company documents and files, and any other computer hardware, disks or files in your possession, custody or control, whether maintained by you at work or off-site. You further acknowledge that you have returned to retrieved from the Company all Company documents (and any copies thereof) and property, and that you will abide by any and all common law and/or statutory obligations relating to protection and non-disclosure as of the Company's trade secrets and/or confidential and proprietary documents and information and shall not disclose any confidential information regarding the Company unless required to do so by law in which you agree to provide the Company with at least five (5) business days' advance notice Separation Date all of such disclosureyour personal effects; (ii) that throughout the period of your receipt of any Severance Pay, you will not: (a) attempt, directly or indirectly, to induce or attempt to influence any employee of MEMSIC to leave MEMSIC’s employ; and (b) solicit business from any of MEMSIC’s customers, whether directly or indirectly, for the benefit of anyone other than MEMSIC, nor participate or assist in any way in the solicitation of business from any such customers as an employee of or consultant to another entity, unless the business being solicited is not in competition with the services MEMSIC provides to such customers. (iii) that all information relating in any way to the negotiation of this Separation Agreement, including the terms and amount of financial consideration provided for in this Separation Agreement, shall be held confidential by you and shall not be publicized or disclosed to any person (other than an immediate family member, legal counsel or financial advisor, provided that any such individual to whom disclosure is made agrees to be bound by these confidentiality obligations), business entity or government agency (except as mandated by state or federal law); (iiiiv) that you will not make any statements that are professionally or personally disparaging about, or adverse to, the interests of the Company (or to any of and its officers, directors or and managers) including, but not limited to, any statements that disparage any such person, product, service, finances, financial condition, capability or any other aspect of the business of the Company, and that you will not engage in any conduct which is intended to harm professionally or personally the reputation of the Company (or any of its officers, directors or managers); (iv) you will cooperate fully with the Company, without compensation beyond that provided in Section 2 of this Agreement, regarding any matters in which you were involved during the course of your employment, and in the defense or prosecution of any claims or actions now in existence or which may be brought or threatened in the future against or on behalf of the Company, including any claims or actions against and/or its officers, directors and employees. Your cooperation in connection with such matters, actions and claims shall include, without limitation, being available to meet with Company officials regarding personnel or commercial matters in which you have been involved; to prepare for any proceeding (including, without limitation, depositions, consultation, discovery or trial); to provide affidavits; to assist with any audit, inspection, proceeding or other inquiry; and to act as a witness in connection with any litigation or other legal proceeding affecting the Company. You further agree that should you be contacted (directly or indirectly) by any person or entity (for example, by any party representing an individual or entity) adverse to the Company, you shall promptly (within 48 hours) notify the then-current Chief Executive Officer of the Companymanagers; (v) for a period that you will not counsel or assist any attorneys or their clients in the presentation or prosecution of one (1) year commencing on any disputes, differences, grievances, claims, charges, or complaints by any third party against the Effective DateCompany and/or any officer, you shall notdirector, directly employee, agent, representative, shareholder or indirectly, entice, solicit or encourage any customer, prospective customer, business partner or prospective business partner attorney of the Company to cease doing business with the Company; nor may you solicit any customer , unless under a subpoena or business partner of the Company other court order to do business with you or any entity with which you may be affiliated in any capacity. For purposes of this paragraph, "prospective," shall mean any person or entity with whom the Company has had contact of any type regarding the possibility of engaging in any type of business activity;so; and (vi) for a period of one (1) year commencing on that the Effective Date, you shall not, directly or indirectly, entice, solicit or encourage any Company employee to leave the Company or any independent contractor to sever an engagement with the Company, nor may you directly or indirectly be involved in the recruitment of any Company employee or independent contractor on behalf of yourself or any person or entity, other than the Company; (vii) for a period of one (1) year following the Effective Date, you shall not, without the prior written consent of the Company, for yourself or on behalf of any other, directly or indirectly, either as principal, agent, stockholder, employee, consultant, representative or in any other capacity, own, manage, operate or control, or be concerned, connected or employed by, or otherwise associate in any manner with, engage in or have a financial interest in any business which is directly or indirectly competitive with the retailing of optical goods and services business of the Company. You agree that, given the national nature of the Company's business, any other geographical limitations on this non-competition agreement are inappropriate (viii) You acknowledge and agree that (i) the provisions of this Section 3 are necessary and reasonable to protect the Company's Confidential Information, Inventions, and goodwill; (ii) the specific temporal, geographic and substantive provisions set forth in this Section 3 are reasonable and necessary to protect the Company's business interests; and (iii) in the event of any breach of any of the foregoing covenants set forth herein, the Company would suffer substantial irreparable harm and would not have an adequate remedy at law for such breach. In recognition of the foregoing, by you agree that in the event of shall constitute a breach or threatened material breach of any of these covenants, in addition to such other remedies as the Company may have at law, without posting any bond or security, the Company shall be entitled to seek and obtain equitable relief, in the form of specific performance, and/or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available. The seeking of such injunction or order shall not affect the Company's right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach and the breach this Agreement and shall relieve the Company of any further obligations hereunder and, in addition to any other legal or equitable remedy available to the Company, shall entitle the Company to recover any Separation Severance Pay and Benefits already provided paid to you pursuant to Sections 2 of this Agreementletter.