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EXHIBIT 10.14
PARADYNE CORPORATION
KEY EMPLOYEE AGREEMENT
FOR
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
This Key Employee Agreement ("Agreement") is entered into as of the 1st
day of August, 1996, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive") and
PARADYNE CORPORATION, a Delaware corporation (the "Company").
WHEREAS, the Company desires to employ Executive to provide personal
services to the Company, and wishes to provide Executive with certain
compensation and benefits in return for his services; and
WHEREAS, Executive wishes to be employed by the Company and provide
personal services to the Company in return for certain compensation and
benefits;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto as
follows:
1. EMPLOYMENT BY THE COMPANY.
1.1 The Company agrees to employ Executive in the position of
Senior Vice President, Chief Financial Officer and Treasurer, and Executive
hereby accepts such employment effective as of the date of this Agreement.
During the terms of his employment with the Company, Executive will devote his
best efforts and substantially all of his business time and attention (except
for vacation periods and reasonable periods of illness or other incapacities
permitted by the Company's general employment policies) to the business of the
Company.
1.2 Executive shall serve in an executive capacity and shall
perform such duties as are customarily associated with his then current title,
consistent with the Bylaws of the Company and as required by the Company's
Board of Directors (the "Board").
1.3 The employment relationship between the parties shall also
be governed by the general employment policies and practices of the Company,
including those relating to protection of confidential information and
assignment of inventions, except that when the terms of this Agreement differ
from or are in conflict with the Company's general employment policies or
practices, this Agreement shall control.
1.4 The term of this Agreement shall be for a period commencing
on the date hereof and shall end on its anniversary date the next year (the
"Term").
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2. COMPENSATION.
2.1 SALARY. Executive shall receive, for services to be
rendered under this Agreement, an annualized base salary of $215,000, payable
in installments consistent with the Company's payroll policies.
2.2 EQUITY PLAN. Executive will be eligible to
participate in the Company's Equity Plan, and shall be granted an option to
purchase 100,000 shares under the plan at an exercise price of three dollars
($3) per share with four year vesting and such other terms as shall be in
accordance with provisions of the Plan or determined by the Board of Directors.
2.3 DISCRETIONARY INCENTIVE BONUS. Executive will be
eligible for a discretionary bonus, in an annualized amount of $70,000 with
participation for 1996 prorated from July 8, 1996, to the end of 1996. The
amount to be earned if all of the following criteria are met:
(a) COMPANY PROFITABILITY. The Company must
meet or exceed its planned profit objectives for the bonus year, and
(b) EXECUTIVE'S PERFORMANCE. Executive must
demonstrate performance over and above that required to meet the ordinary
expectations of his job position, as determined by the Company in its sole
discretion; and
(c) ACTIVE EMPLOYMENT. Executive must remain an
active employee through the end of the bonus year. Executive forfeits any bonus
for which he would otherwise be eligible if his employment terminates for any
reason before the end of the bonus year. Except as provided above for 1996, no
prorated bonus can be earned.
2.4 STANDARD COMPANY BENEFITS. Except for the Company's
Severance Benefit Plan (if any), Executive shall be entitled to all rights and
benefits for which he is eligible under the terms and conditions of the
standard Company benefits and compensation practices which may be in effect
from time to time and provided by the Company to its employees generally and to
its management and executive employees in specific.
3. PROPRIETARY INFORMATION OBLIGATIONS.
3.1 AGREEMENT. Executive agrees to execute and abide by
the Proprietary Information and Inventions Agreement attached hereto as Exhibit
A.
3.2 REMEDIES. Executive's duties under the Proprietary
Information and Inventions Agreement shall survive termination of his
employment with the Company. Executive acknowledges that a remedy at law for
any breach or threatened breach by him of the provisions of the Proprietary
Information and Inventions Agreement would be inadequate, and he therefore
agrees that the Company shall be entitled to injunctive relief in case of any
such breach or threatened breach.
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4. OUTSIDE ACTIVITIES.
4.1 Except for the "winddown" activities for Continental
Broadcasting and the ▇▇▇▇▇▇ ▇. ▇▇▇▇ Group Inc. and otherwise with the prior
written consent of the Company's Board of Directors, Executive will not during
the term of this Agreement undertake or engage in any other employment,
occupation or business enterprise, other than ones in which Executive is a
passive investor. Executive may engage in civic and not-for-profit activities
so long as such activities do not materially interfere with the performance of
his duties hereunder.
4.2 Except as permitted by Section 4.3, Executive
agrees not to acquire, assume, or participate in (directly or indirectly) any
position, investment or interest known by him to be adverse or antagonistic to
the Company, its business, or its prospects, financial or otherwise.
4.3 During the term of his employment by the Company,
except on behalf of the Company, Executive will not have any direct or indirect
business connection or interest, in any capacity whatsoever, with any other
person or entity known by him to compete directly with the Company, throughout
the world, in any line of business engaged in (or planned to be engaged in) by
the Company. Nothing in this paragraph shall bar Executive from owning
securities of any competitor corporation as a passive investor, so long as his
aggregate direct holdings in any one such corporation shall not constitute more
than 1% of the voting stock of that corporation.
5. TERMINATION OF EMPLOYMENT
5.1 EMPLOYMENT AT-WILL. Executive and Company each
acknowledge that either party has the right to terminate Executive's employment
with the Company at any time for any reason whatsoever, with or without cause
or advance notice. This at-will employment relationship cannot be changed
except in a writing signed by a duly authorized officer of the Company.
5.2 COMPANY-INITIATED TERMINATION WITHOUT CAUSE.
(a) The Company shall have the right to
terminate Executive's employment with the Company at any time without cause.
(b) If Executive's employment is terminated
without cause, and upon Executive's providing the Company with a signed general
release of all claims, a form of which is set forth in Exhibit B (the
"Release", then on the Effective Date of such Release, the Company shall pay
Executive an amount equivalent to the greater of six months of his then-base or
the remainder of the Executive's unpaid annualized base salary through the end
of the Term, subject to standard payroll deductions and withholding.
Executive's compensation and benefits otherwise cease as of his termination
date.
5.3 COMPANY-INITIATED TERMINATION FOR CAUSE.
(a) The Company shall have the right to
terminate Executive's employment with the Company at any time for cause.
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(b) "Cause" for termination shall mean: (a)
indictment or conviction of any felony or of any crime involving dishonesty;
(b) participation in any fraud against the Company; (c) breach of Executive's
duties to the Company or violations of Company policy; (d) intentional damage
to any property of the Company; or (e) conduct by Executive which, in the good
faith and reasonable determination of the Board, demonstrates gross unfitness
to serve. "Cause" shall include any single instance of gross breach of
Executive's duties, gross violation of Company policy, or other serious
misconduct.
(c) If Executive's employment is terminated at
any time for cause, unless the Company elects to offer the payment specified in
Section 7, he will not be entitled to severance pay, pay in lieu of notice, or
any other such compensation.
5.4 Executive-Initiated Voluntary Termination.
(a) Executive may voluntarily terminate his
employment with the Company at any time, after which no further compensation
will be paid to Executive.
(b) If Executive voluntarily terminates his
employment, he will not be entitled to severance pay, pay in lieu of notice, or
any other such compensation unless the Company elects to offer the payments
specified under Section 7.
6. RESTRICTIVE COVENANT. Provided Executive is receiving a
payment under 5.2 (b), or if the Company elects to make such payment for
termination under 5.3 or 5.4 if Executive's employment with the Company
terminates, then for six (6) months immediately following the termination date,
Executive shall not, without the prior written approval of the Company,
directly or indirectly engage or prepare to engage in any activities in
competition with the Company, or accept employment or establish a business
relationship with a business engaged in or preparing to engage in competition
with the Company, in any geographical location in which the Company as of the
termination date either conducts or plans to conduct business. Executive agrees
that this restriction is reasonably necessary to protect the Company's
legitimate business interests in its trade secrets and valuable confidential
business information.
7. NONINTERFERENCE. While employed by the Company, and
thereafter, provided the Company has offered the Executive the payment
specified under 5.2 (b) for six (6) months immediately following the
termination of Executive's employment, Executive agrees not to interfere with
the business of the Company by:
(a) soliciting, attempting to solicit, inducing, or
otherwise causing any employee of the Company to terminate his or her
employment in order to become an employee, consultant or independent contractor
to or for any competitor of the Company; or
(b) directly or indirectly soliciting the business of
any customer, client, vendor, or distributor of the Company which was a
customer, client, vendor, or distributor of the Company at the time of
termination or at any time in the year immediately preceding that date.
Executive agrees that this restriction is reasonably necessary to
protect the Company's legitimate business interest in its substantial
relationship with specific customers, and its valuable confidential business
information.
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8. GENERAL PROVISIONS.
8.1 NOTICES. Any notices provided hereunder must be in
writing and shall be deemed effective upon the earlier of personal delivery
(including personal delivery by fax) or the third day after mailing by
first-class mail to the Company at its primary office location and to Executive
at his address as listed on the Company payroll.
8.2 SEVERABILITY. Whenever possible, each provision of
this Agreement will be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Agreement is held to be
invalid, illegal, or unenforceable in any respect under any applicable law or
rule in any jurisdiction, such invalidity, illegality, or unenforceability will
not affect any other provision or any other jurisdiction, but this Agreement
will be reformed, construed and enforced in such jurisdiction as if such
invalid, illegal, or unenforceable provisions had never been contained herein.
8.3 WAIVER. If either party should waive any breach of
any provisions of this Agreement, that party shall not thereby be deemed to
have waived any preceding or succeeding breach of the same or any other
provision of this Agreement.
8.4 COMPLETE AGREEMENT. This Agreement and its Exhibits,
together with any agreements governing any equity interests which may become
available to Executive in conjunction with his employment by the Company,
constitute the entire agreement between Executive and the Company and it is the
complete, final, and exclusive embodiment of their agreement with regard to this
subject matter. It is entered into without reliance on any promise or
representation other than those expressly contained herein, and it cannot be
modified or amended except in a writing signed by an officer of the Company.
8.5 COUNTERPARTS. This agreement may be executed in
separate counterparts, any one of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the
same Agreement.
8.6 HEADINGS. The heading of the sections hereof are
inserted for convenience only and shall not be deemed to constitute a part
hereof nor to affect the meaning thereof
8.7 SUCCESSORS AND ASSIGNS. This Agreement is intended
to bind and inure to the benefit of and be enforceable by Executive and the
Company, and their respective successors, assigns, heirs, executors and
administrators, except that Executive may not assign any of his duties
hereunder and he may not assign any of his rights hereunder without the written
consent of the Company, which shall not be withheld unreasonably.
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8.8 CHOICE OF LAW. All questions concerning the
construction, validity and interpretation of this Agreement will be governed by
the law of the State of Florida.
IN WITNESS WHEREOF, the parties have executed this Agreement
on the day and year first above written.
PARADYNE CORPORATION
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Senior Vice President &
Chief Legal & Administrative Officer
Date: 12 Sept 1996
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Accepted and agreed as of the
1st day of August, 1996.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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PARADYNE CORPORATION
KEY EMPLOYEE AGREEMENT
AMENDMENT NO. 1
FOR
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
A Key Employee Agreement ("Agreement") was entered into as of the 1st
day of August, 1996, by and between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("Executive") and
PARADYNE CORPORATION, a Delaware corporation (the "Company").
WHEREAS, the Company and the Executive desire to amend said Agreement
by providing for a continuing extension of said Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, it is hereby agreed by and between the parties hereto that
said Agreement shall be amended as follows:
The Agreement is amended by deleting Section 1.4 and substituting therefore the
following new Section 1.4:
"1.4 Unless terminated pursuant to its terms, the term of this
Agreement shall be for one year provided however commencing on
August 1, 1996, and each day thereafter the term of this Agreement
shall automatically be extended for one additional day so that
thereafter the remaining term of this Agreement shall always be
one year."
IN WITNESS WHEREOF, the parties have executed this Agreement on the
day and year first above written.
PARADYNE CORPORATION
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
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▇▇▇▇▇▇ ▇▇▇▇▇, Chairman & CEO
Date: 3-18-97
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Accepted and agreed as of the
18 day of March, 1997.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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EXHIBIT A
PARADYNE
EMPLOYEE PROPRIETARY INFORMATION
AND INVENTIONS AGREEMENT
In consideration of my employment or continued employment by
PARADYNE, (the "Company"), and the compensation now and hereafter paid to
me, I hereby agree as follows:
1. NONDISCLOSURE.
1.1 Recognition of Company's Rights; Nondisclosure. At all times during my
employment and thereafter, I will hold in strictest confidence and will not
disclose, use, lecture upon or publish any of the Company's Proprietary
Information (defined below), except as such disclosure, use or publication may
be required in connection with my work for the Company, or unless an officer of
the Company expressly authorizes such in writing. I have been informed and
acknowledge that the unauthorized taking of the Company's trade secrets (i)
could result in civil liability under Florida's Uniform Trade Secret Act
(Florida statutes ss. 688.001-688.009), and, if willful, could result in an
award for double the amount of the Company's damages and for attorneys' fees;
and (ii) is a crime under Florida Statute ss. 812.081, punishable by
imprisonment for up to five years, or a fine of up to $5,000, or both. I will
obtain Company's written approval before publishing or submitting for
publication any material (written, oral, or otherwise) that relates to my work
at Company and/or incorporates any Proprietary Information. I hereby assign to
the Company any rights I may have or acquire in such Proprietary Information
and recognize that all Proprietary Information shall be the sole property of
the Company and its assigns.
1.2 Proprietary Information. The term "Proprietary Information" shall mean
any and all confidential and/or proprietary knowledge, data or information of
the Company. By way of illustration but not limitation, "Proprietary
Information" includes (a) trade secrets, inventions, mask works, ideas,
processes, formulas, source and object codes, data, programs, other works of
authorship, know-how, improvements, discoveries, developments, designs and
techniques (hereinafter collectively referred to as "Inventions"); and (b)
information regarding plans for research, development, new products, marketing
and selling, business plans, budgets and unpublished financial statements,
licenses, prices and costs, suppliers and customers; and (c) information
regarding the skills and compensation of other employees of the Company.
Notwithstanding the foregoing, it is understood that, at all such times, I am
free to use information which is generally known in the trade or industry,
which is not gained as a result of a breach of this Agreement, and my own,
skill, knowledge, know-how and experience to whatever extent and in whichever
way I wish.
1.3 Third Party Information. I understand, in addition, that the Company
has received and in the future will receive from third parties confidential or
proprietary
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information ("Third Party Information") subject to a duty on the Company's part
to maintain the confidentiality of such information and to use it only for
certain limited purposes. During the term of my employment and thereafter, I
will hold Third Party Information in the strictest confidence and will not
disclose to anyone (other than Company personnel who need to know such
information in connection with their work for the Company) or use, except in
connection with my work for the Company, Third Party Information unless
expressly authorized by an officer of the Company in writing.
1.4 No Improper Use of Information of Prior Employers and Others. During
my employment by the Company I will not improperly use or disclose any
confidential information or trade secrets, if any, of any former employer or
any other person to whom I have an obligation of confidentiality, and I will
not bring onto the premises of the Company any unpublished documents or any
property belonging to any former employer or any other person to whom I have an
obligation of confidentiality unless consented to in writing by that former
employer or person. I will use in the performance of my duties only information
which is generally known and used by persons with training and experience
comparable to my own, which is common knowledge in the industry or otherwise
legally in the public domain, or which is otherwise provided or developed by
the Company.
2. ASSIGNMENT OF INVENTIONS.
2.1 Proprietary Rights. The term "Proprietary Rights" shall mean all
trade secret, patent, copyright, mask work and other intellectual property
rights throughout the world.
2.2 Prior Inventions. Inventions, if any, patented or unpatented, which I
made prior to the commencement of my employment with the Company are excluded
from the scope of this Agreement. To preclude any possible uncertainty, I have
set forth on Exhibit A (Previous Inventions) attached hereto a complete list of
all Inventions that I have, alone or jointly with others, conceived, developed
or reduced to practice or caused to be conceived, developed or reduced to
practice prior to the commencement of my employment with the Company, that I
consider to be my property or the property of third parties and that I wish to
have excluded from the scope of this Agreement (collectively referred to as
"Prior Inventions"). If disclosure of any such Prior Invention would cause me
to violate any prior confidentiality agreement, I understand that I am not to
list such Prior Inventions in Exhibit A but am only to disclose a cursory name
for each such invention, a listing of the party(ies) to whom it belongs and the
fact that full disclosure as to such inventions has not been made for that
reason. A space is provided on Exhibit A for such purpose. If no such
disclosure is attached, I represent that there are no Prior Inventions. If,
in the course of my employment with the Company, I incorporate a Prior
Invention into a Company product, process or machine, the Company is hereby
granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual,
worldwide license (with rights to sublicense through multiple tiers of
sublicensees) to make, have made, modify, use and sell such Prior Invention.
Notwithstanding the foregoing, I agree that I will not incorporate, or permit
to be incorporated, Prior Inventions in any Company Inventions without the
Company's prior written consent.
2.3 Assignment of Inventions. Subject to Sections 2.4, and 2.6, I hereby
assign and agree to assign in the future (when any such Inventions or
Proprietary Rights are first reduced to practice or first fixed in a tangible
medium, as applicable) to the Company all my
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right, title and interest in and to any and all Inventions (and all Proprietary
Rights with respect thereto) whether or not patentable or registrable under
copyright or similar statures, made or conceived or reduced to practice or
learned by me, either alone or jointly with others, during the period of my
employment with the Company. Inventions assigned to the Company, or to a third
party as directed by the Company pursuant to this Section 2, are hereinafter
referred to as "Company Inventions."
2.4 Nonassignable Inventions. I recognize that, in the event of a
specifically applicable state law, regulation, rule, or public policy ("Specific
Inventions Law"), this Agreement will not be deemed to require assignment of any
invention which qualifies fully for protection under a Specific Inventions Law
by virtue of the fact that any such invention was, for example, developed
entirely on my own time without using the Company's equipment, supplies,
facilities, or trade secrets and neither related to the Company's actual or
anticipated business, research or development, nor resulted from work performed
by me for the Company. In the absence of a Specific Inventions Law, the
preceding sentence will not apply.
2.5 Obligation to Keep Company Informed. During the period of my employment
and for six (6) months after termination of my employment with the Company, I
will promptly disclose to the Company fully and in writing all Inventions
authored, conceived or reduced to practice by me, either alone or jointly with
others. In addition, I will promptly disclose to the Company all patent
applications filed by me or on my behalf within a year after termination of
employment. At the time of each such disclosure, I will advise the Company in
writing of any Inventions that I believe fully qualify for protection under the
provisions of a Specific Inventions Law; and I will at that time provide to the
Company in writing all evidence necessary to substantiate that belief. The
Company will keep in confidence and will not use for any purpose or disclose to
third parties without my consent any confidential information disclosed in
writing to the Company pursuant to this Agreement relating to Inventions that
qualify fully for protection under a Specific Inventions Law. I will preserve
the confidentiality of any Invention that does not fully qualify for protection
under a Specific Inventions Law.
2.6 Government or Third Party. I also agree to assign all my right, title
and interest in and to any particular Company Invention to a third party,
including without limitation the United States, as directed by the Company.
2.7 Works for Hire. I acknowledge that all original works of authorship
which are made by me (solely or jointly with others) within the scope of my
employment and which are protectable by copyright are "works made for hire,"
pursuant to United States Copyright Act (17 U.S.C., Section 101).
2.8 Enforcement of Proprietary Rights. I will assist the Company in every
proper way to obtain, and from time to time enforce, United States and foreign
Proprietary Rights relating to Company Inventions in any and all countries. To
that end I will execute, verify and deliver such documents and perform such
other acts (including appearances as a witness) as the Company may reasonably
request for use in applying for, obtaining, perfecting, evidencing, sustaining
and enforcing such Proprietary Rights and the assignment thereof. In addition, I
will execute, verify and deliver assignments of such Proprietary Rights to the
Company or its designee. My obligation to assist the Company with respect to
Proprietary Rights relating to such Company
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Inventions in any and all countries shall continue beyond the termination of my
employment, but the Company shall compensate me at a reasonable rate after my
termination of the time actually spent by me at the Company's request on such
assistance.
In the event the Company is unable for any reason, after reasonable effort,
to secure my signature on any document needed in connection with the actions
specified in the preceding paragraph, I hereby irrevocably designate and appoint
the Company and its duly authorized officers and agents as my agent and attorney
in fact, which appointment is coupled with an interest, to act for and in my
behalf to execute, verify and file any such documents and to do all other
lawfully permitted acts to further the purposes of the preceding paragraph with
the same legal force and effect as if executed by me. I hereby waive and
quitclaim to the Company any and all claims, of any nature whatsoever, which I
now or may hereafter have for infringement of any Proprietary Rights assigned
hereunder to the Company.
3. RECORDS. I agree to keep and maintain adequate and current records (in the
form of notes, sketches, drawings and in any other form that may be required by
the Company) of all Proprietary Information developed by me and all Inventions
made by me during the period of my employment at the Company, which records
shall be available to and remain the sole property of the Company at all times.
4. NO CONFLICTING OBLIGATION. I represent that my performance of all the
terms of this Agreement and as an employee of the Company does not and will not
breach any agreement to keep in confidence information acquired by me in
confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any agreement either written or oral in
conflict herewith.
5. RETURN OF COMPANY DOCUMENTS. When I leave the employ of the Company, I
will deliver to the Company any and all drawings, notes, memoranda,
specifications, devices, formulas, and documents, together with all copies
thereof, and any other material containing or disclosing any Company
Inventions, Third Party Information or Proprietary Information of the Company.
I further agree that any property situated on the Company's premises and owned
by the Company, including disks and other storage media, filing cabinets or
other work areas, is subject to inspection by Company personnel at any time
with or without notice. Prior to leaving, I will cooperate with the Company in
completing and signing the Company's termination statement.
6. LEGAL AND EQUITABLE REMEDIES. Because my services are personal and unique
and because I may have access to and become acquainted with the Proprietary
Information of the Company, the Company shall have the right to enforce this
Agreement and any of its provisions by injunction, specific performance or other
equitable relief, without bond and without prejudice to any other rights and
remedies that the Company may have for a breach of this Agreement.
7. NOTICES. Any notices required or permitted hereunder shall be given to the
appropriate party at the address specified below or at such other address as
the party shall specify in writing. Such notice shall be deemed given upon
personal delivery to the appropriate address or if sent by certified or
registered mail, three (3) days after the date of mailing.
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8. NOTIFICATION OF NEW EMPLOYER. In the event that I leave the employ of the
Company, I hereby consent to the notification of my new employer of my rights
and obligations under this Agreement.
9. GENERAL PROVISIONS.
9.1 Governing Law; Consent to Personal Jurisdiction. This Agreement will
be governed by and construed according to the laws of the State of Florida, as
such laws are applied to agreements entered into and to be performed entirely
within Florida between Florida residents. I hereby expressly consent to the
personal jurisdiction of the state and federal courts located in Pinellas
County, Florida for any lawsuit filed there against me by Company arising from
or related to this Agreement.
9.2 Severability. In case any one or more of the provisions contained in
this Agreement shall, for any reason, be held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality or unenforceability
shall not affect the other provisions of this Agreement, and this Agreement
shall be construed as if such invalid, illegal or unenforceable provision had
never been contained herein. If moreover, any one or more of the provisions
contained in this Agreement shall for any reason be held to be excessively
broad as to duration, geographical scope, activity or subject, it shall be
construed by limiting and reducing it, so as to be enforceable to the extent
compatible with the applicable law as it shall then appear.
9.3 Successors and Assigns. This Agreement will be binding upon my
heirs, executors, administrators and other legal representatives and will be
for the benefit of the Company, its successors, and its assigns.
9.4 Survival. The provisions of this Agreement shall survive the
termination of my employment and the assignment of this Agreement by the
Company to any successor in interest or other assignee.
9.5 Employment. I agree and understand that nothing in this Agreement
shall confer any right with respect to continuation of employment by the
Company, nor shall it interfere in any way with my right or the Company's right
to terminate my employment at any time, with or without cause.
9.6 Waiver. No waiver by the Company of any breach of this Agreement
shall be a waiver of any preceding or succeeding breach. No waiver by the
Company of any right under this Agreement shall be construed as a waiver of any
other right. The Company shall not be required to give notice to enforce strict
adherence to all terms of this Agreement.
9.7 Entire Agreement. The obligations pursuant to Sections 1 and 2 of
this Agreement shall apply to any time during which I was previously employed,
or am in the future employed, by the Company as a consultant if no other
agreement governs nondisclosure and assignment of inventions during such period.
This Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor
any waiver of any rights under this Agreement, will be effective unless in
writing and signed by the party to be charged. Any subsequent change or changes
in my duties, salary or compensation will not affect the validity or scope of
this Agreement.
This Agreement shall be effective as of the first day of my employment
with the Company, namely:
, 1996.
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I have read this agreement carefully and understand its terms. I have
completely filled out Exhibit A to this Agreement.
Dated:
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Accepted and Agreed to:
Paradyne
By:
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Title:
---------------------------------
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(Address)
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Dated:
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