Common use of Obligations Upon Termination of Employment Clause in Contracts

Obligations Upon Termination of Employment. In connection with Recipient's employment by the Company and its Affiliates, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Invention and Non-Disclosure Agreement, to maintain the confidentiality of the Company's and its Affiliates' information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's and its Affiliates' goodwill and business opportunities. As part of the consideration for the Restricted Stock Units, to protect the Company's and its Affiliates' confidential information, the business goodwill of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's employment with the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "Restrictive Period"), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

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

Obligations Upon Termination of Employment. In connection with Recipient's ’s employment by the Company and its AffiliatesCompany, the Company or an Affiliate shall provide Recipient with access to the confidential information of the Company and its Affiliates, or shall provide Recipient the opportunity to develop business goodwill good will inuring to the benefit of the Company and its Affiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Recipient’s Invention and Non-Disclosure AgreementAgreement with the Company, to maintain the confidentiality of the Company's ’s and its Affiliates' ’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's ’s and its Affiliates' ’ goodwill and business opportunities. As part of the consideration for the Restricted Stock UnitsShares, to protect the Company's ’s and its Affiliates' ’ confidential information, the business goodwill good will of the Company and its Affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's ’s employment with the Company or its Affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "“Restrictive Period"”), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units Shares with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's ’s termination of employment with the Company and its Affiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's ’s termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.

Obligations Upon Termination of Employment. In connection with Recipient's ’s employment by the Company and its AffiliatesCompany, the Company or an Affiliate affiliate thereof shall provide Recipient with access to the confidential information of the Company and its Affiliatesaffiliates, or shall provide Recipient the opportunity to develop business goodwill good will inuring to the benefit of the Company and its Affiliatesaffiliates, or shall entrust business opportunities to Recipient. Recipient has agreed, and hereby agrees, as specified in more detail in the Employment Agreement and/or the Recipient’s Invention and Non-Disclosure AgreementAgreement with the Company, to maintain the confidentiality of the Company's ’s and its Affiliates' affiliates’ information and to exercise the highest measures of fidelity and loyalty in the protection and preservation of the Company's ’s and its Affiliates' affiliates’ goodwill and business opportunities. As part of the consideration for the Restricted Stock UnitsShares, to protect the Company's ’s and its Affiliates' affiliates’ confidential information, the business goodwill good will of the Company and its Affiliates affiliates that has been and will in the future be developed in Recipient, and the business opportunities that have been and will in the future be disclosed or entrusted to Recipient by the Company and its Affiliatesaffiliates, and as an additional incentive for the Company and Recipient to enter into this Agreement, the Company and Recipient agree that if, during the term of Recipient's ’s employment with the Company or its Affiliates affiliates or within a 12-month period (or such longer period, if any, as required for non-competition by Recipient under the terms of his or her Employment Agreement) following the date upon which Recipient terminates employment with the Company (the "“Restrictive Period"”), Recipient fails for any reason to comply with any of the restrictive covenants set forth in the Employment Agreement (as in effect on the original effective date of the Employment Agreement), then the Company shall be entitled to recover from Recipient, and Recipient shall pay to the Company, an amount of money equal to A multiplied by B, where A equals the value (determined as of the date the Forfeiture Restrictions lapse) of the Restricted Stock Units Shares with respect to which the Forfeiture Restrictions lapse during the one-year period preceding (and including) the date of Recipient's ’s termination of employment with the Company and its Affiliatesaffiliates, and B equals the fraction X divided by Y, where X equals the number of days in the Restrictive Period minus the number of consecutive days following Recipient's ’s termination of employment with the Company and its Affiliates during which Recipient remained in compliance with the restrictive covenants set forth in the Employment Agreement, and Y equals the number of days in the Restrictive Period. If any of the restrictions set forth in this Section 6 are found by a court to be unreasonable, or overly broad in any manner, or otherwise unenforceable, the parties hereto intend for such restrictions to be modified by the court so as to be reasonable and enforceable and, as so modified, to be fully enforced.