EXHIBIT 10.2
[Humboldt Bancorp Logo] Executive Vice President
This Employment Agreement (this "Agreement") is entered into as of June
24, 2002 by and between Humboldt Bank, a California banking corporation
("Employer"), and Xxxx X. Xxxxxxx (the "Executive").
RECITAL:
The parties desire to set forth the terms of Executive's employment with
Employer.
NOW, THEREFORE, the parties hereto agree as follows:
1. Definitions. Defined terms used herein are capitalized and, where not
expressly defined in a separate section hereof, the definitions thereof are set
forth in Section 19.
2. Employment. Employer hereby employs Executive and Executive hereby
accepts employment during the Term of Employment upon the terms and conditions
herein set forth.
3. Term of Employment. Employer agrees to continue Executive's employment,
and Executive agrees to remain in employment with Employer, from June 24, 2002
(the "Commencement Date") until the earliest of (i) June 24, 2005 or (ii) the
date on which Executive's employment with Employer terminates pursuant to
Section 12(a), (b), (c), (d), (e) or (f), as applicable (the "Term of
Employment"). Unless earlier terminated pursuant to Section 12(a), (b), (c),
(d), (e) or (f), as applicable, this Agreement shall be automatically renewed
for successive one-year terms unless Employer gives Executive written notice of
non-renewal not less than 120 days prior to the end of the term.
4. Duties. Executive is employed as Executive Vice President and, under
the direction of President and C.E.O., shall perform and discharge well and
faithfully the duties that may be assigned to him from time to time by the
President and C.E.O. in connection with the conduct of Employer's business. In
his capacity as Executive Vice President, Executive shall perform the customary
duties of Executive Vice President of a California commercial bank including but
not limited to:
(a) Participating in community affairs which are beneficial to
Employer;
(b) Maintaining a good relationship with Employer and
shareholders;
(c) Maintaining a good relationship with regulatory authorities;
and
(d) Providing leadership in planning and implementing the affairs
of Employer.
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5. Extent of Service. Executive shall devote his entire business time,
attention, and energies to the business of Employer during the term of
Executive's employment with Employer. The foregoing, however, shall not preclude
Executive from engaging into appropriate civic, charitable, or religious
activities or from devoting a reasonable amount of time to private investments
or from serving on the boards of directors of other entities, as long as such
activities and services do not interfere or conflict with his responsibilities
to Employer.
6. Compensation.
(a) Salary. During the Term of Employment, Employer shall pay Executive a
base salary at the annual rate of $160,000 payable in accordance with the
standard payroll procedures of Employer but not less than one time monthly.
Executive's base salary shall be increased annually effective on January 1 of
each year to reflect such changes as Employer determines appropriate, based on
Executive's performance for the most recent performance period.
(b) Incentive Programs. During the Term of Employment, Executive shall be
entitled to participate in any annual and longer-term incentive programs adopted
by Employer and which cover employees in positions comparable to that of
Executive.
(c) Stock Options. Executive will be eligible to be considered for
participation in the stock option plan of Employer at the discretion of
Employer.
(d) Expenses. Executive shall be entitled to prompt reimbursement of all
reasonable business expenses incurred by him in the performance of his duties
during the Term of Employment, subject to the presentment of appropriate
vouchers and receipts in accordance with Employer's policies.
7. Employee Benefits. During the Term of Employment, Executive shall be
entitled to participate in employee benefit plans or programs of Employer, if
any, to the extent that his position, tenure, salary, age, health, and other
qualifications make him eligible to participate, subject to the rules and
regulations applicable thereto. Employer shall have no duty under this agreement
to give Executive any additional compensation to cover life insurance premiums
or to maintain any life insurance on Executive's life.
8. Retirement Plan. Executive shall be entitled to participate in any
retirement plans offered to other employees of Employer such as Executive's
participation in Employer's 401(k) plan.
9. Vacation. During the term of employment Executive shall be entitled to
vacation leave at full salary at the discretion of Executive as time allows, so
long as it is reasonable and does not jeopardize his responsibilities, of four
(4) weeks per year; provided that at least once each year Executive is required
to be absent from his duties with Employer for a period of at least ten (10)
consecutive business days, all or any portion of which may be vacation leave.
The length of
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vacation at any one time should not exceed two (2) weeks. In the event that
Executive is unable for any reason to take the total amount of vacation time
authorized herein during any year, he may accrue that time and add it to
vacation time for the following year, provided that no more than two (2) weeks
can be carried over in any given year.
10. Surety Bond. Executive agrees to furnish all information and take any
other steps necessary to enable Employer to obtain and maintain a fidelity bond
conditioned on the rendering of a true account by Executive of all moneys,
goods, or other property which may come into the custody, charge, or possession
of Executive during the Term of Executive's employment. The surety company
issuing such bond and the amount of the bond must be acceptable to Employer. All
premiums on the bond shall be paid by Employer. If Executive cannot personally
qualify for a surety bond at any time during the Term of this Agreement,
Employer shall have the option to terminate this Agreement immediately and said
termination shall be deemed to be a termination for Cause.
11. Moral Conduct. Executive agrees to conduct himself at all times with
due regard to public conventions and morals and to abide by and reflect in his
personal actions all of the Code of Ethics as adopted by Employer for Employer
and its subsidiaries and affiliates from time to time. Executive further agrees
not to do or commit any act that will reasonably tend to degrade him or to bring
him into public hatred, contempt or ridicule, or that will reasonably tend to
shock or offend any community in which Employer or any of its subsidiaries or
affiliates engages in business, or to prejudice Employer or the banking industry
in general.
12. Termination. Notwithstanding the provisions of Section 3 hereof, the
Term of Employment and Executive's employment hereunder may be terminated
without any breach of this Agreement under the following circumstances:
(a) Death. The Term of Employment shall terminate upon Executive's
death.
(b)Disability. The Term of Employment shall terminate three (3) months
after Employer gives Executive written notice that it intends to terminate his
employment on account of Disability or on such later date as Employer specifies
in such notice. If Executive resumes the performance of substantially all of his
duties under this Agreement before the termination becomes effective, the notice
of intent to terminate shall be deemed to have been revoked.
(c) Voluntary Termination. Executive may terminate his employment with
Employer at any time by giving Employer three (3) months' written
notice thereof. The Term of Employment shall end on the earlier of
the last day of the notice period or the last day on which Executive
performs services for Employer.
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(d)Termination for Good Reason. Executive may terminate his employment
with Employer for Good Reason, as such term is defined in Section 18, by giving
Employer thirty (30) days' notice of the matter or matters which, in Executive's
opinion, form the basis for Good Reason and a statement of his intent to
terminate his employment on such basis. If the basis for Good Reason is an
alleged breach of this Agreement by Employer, such notice shall also include the
basis upon which Executive believes the alleged breach constitutes Good Reason.
If Employer cures its breach or the basis for Good Reason otherwise disappears
within the thirty (30) day period following receipt of such notice, Executive
shall either rescind his notice of intent to terminate and continue his
employment, or terminate his employment under Section 13(c) hereof in which case
his notice of breach hereunder shall be deemed to satisfy the notice requirement
provided for under Section 13(c) hereof. If Employer fails to cure its breach
within, or all other bases for Good Reason continue to the end of, the thirty
(30) day period following receipt of such notice, the Term of Employment shall
end on the last day of the 30-day period following receipt of such notice. If
Executive decides to terminate his employment as provided in Section 13(c)
hereof, the Term of Employment shall end on the earlier of the last day of the
notice period or the last day on which Executive performs services for Employer.
(e)Involuntary Termination Without Cause. Executive acknowledges and
agrees that his employment is at will. Employer reserves the right to terminate
Executive's employment at any time whatsoever without Cause by giving thirty
(30) days' written notice to Executive thereof. The Term of Employment shall
terminate on the last day of the notice period, but Employer may require
Executive to cease performing services at any time after such notice is given.
(f)Involuntary Termination for Cause. Employer reserves the right to
terminate Executive's employment for Cause. Employer shall give Executive
written notice of the termination and the reasons therefor. The Term of
Employment shall terminate immediately upon receipt of the notice.
13.Benefits on Termination of Employment. If Executive's employment is
terminated during the Term of Employment, Executive shall be entitled to receive
payments and benefits as follows:
(a)Death; Disability; Voluntary Termination; Termination for Cause.
If employment is terminated under Section 12(a), (b), (c), or (f)
hereof, Executive shall receive:
(1) his base salary through the date the Term of Employment ends,
(2) any incentive compensation earned but not yet paid, and
(3) reimbursement of expenses described in Section 6(d) hereof
incurred but not yet reimbursed.
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(b)Change of Control.
(i) If, within one (1) year following a Change of Control, as
defined in Section 18(c), Executive's employment is terminated under
the provisions of Section 12(d) or (e) hereof or as a result of
Employer's election not to extend this Agreement and the Term of
Employment pursuant to Section 3 hereof, Executive shall receive:
(1) An amount equivalent to the greater of (A) twenty-four
(24) months, or (B) the total number of months remaining under the
Term of Employment, of Executive's annual base salary under Section
7(a) hereof as in effect on the date of the Term of Employment ends,
(2) Any incentive compensation earned but not yet paid;
(3) Reimbursement of expenses described in Section 6(d)
hereof incurred but not yet reimbursed; and
(4) Immediate acceleration of vesting of all stock options
granted to Executive.
(ii) During the 90-day period commencing on the date his Term
of Employment ends under Section 12(d) or (e) hereof, Executive
(and, where applicable, his dependents) shall be entitled to
continue participation in the group insurance plans maintained by
Employer, including life, disability and health insurance programs,
as if he were still an employee of Employer. Where applicable,
Executive's salary for purposes of such plans shall be deemed to be
equal to his annual salary in effect immediately prior to his
termination. To the extent that Employer finds it not feasible to
obtain coverage for Executive under its group insurance policies
during such 90-day period, Employer shall provide Executive with
individual policies which offer at least the same level of coverage
and which impose not more than the same costs on Executive. The
foregoing notwithstanding, in the event that Executive becomes
eligible for comparable group insurance coverage in connection with
new employment, the coverage provided by Employer under this Section
13(b)(ii) shall terminate immediately upon Executive's eligibility
for coverage. Any group health continuation coverage that Employer
is required to offer under the Consolidated Omnibus Budget
Reconciliation Act of 1986 ("COBRA") shall commence when coverage
under this Section 13(b)(ii) terminates.
(iii) Executive shall not be required to mitigate the amount
of any payment or benefit contemplated by this Section 13(b)
(whether by seeking new employment or otherwise) and no such payment
or benefit shall be reduced by earnings that Executive may receive
from any other source.
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(iv) The payment to which Executive is entitled pursuant to
Section 13(b)(i)(1) hereof shall be paid in a single installment
within forty-five (45) days of the last day on which he performs
services as an employee of Employer, with no percent value or other
discount or, at Executive's option, on a deferred basis with no
premium.
(c) Involuntary Termination; Termination for Good Reason.
(i) If Executive's employment is terminated under the
provisions of Section 12(d) or (e) hereof, Executive shall receive:
(1) An amount equivalent to three (3) months of Executive's
annual base salary under Section 6(a) hereof plus two (2) weeks for
each full year of total banking years of service, whether with
Humboldt or any other banking institution, up to the date of the
Term of Employment ends with a maximum payout not to exceed two (2)
years annual base salary;
(2) Any incentive compensation earned but not yet paid;
(3) Reimbursement of expenses described in Section 6(d)
hereof incurred but not yet reimbursed; and
(ii) The payment to which Executive is entitled pursuant to
Section 13(c)(i)(1) hereof shall be paid in a single installment
within forty-five (45) days of the last day on which he performs
services as an employee of Employer, with no percent value or other
discount or, at Executive's option, on a deferred basis with no
premium.
(iii) During the 90-day period commencing on the date his Term
of Employment ends under Section 12(d) or (e) hereof, Executive
(and, where applicable, his dependents) shall be entitled to
continue participation in the group insurance plans maintained by
Employer, including life, disability and health insurance programs,
as if he were still an employee of Employer. Where applicable,
Executive's salary for purposes of such plans shall be deemed to be
equal to his annual salary in effect immediately prior to his
termination. To the extent that Employer finds it not feasible to
obtain coverage for Executive under its group insurance policies
during such 90-day period, Employer shall provide Executive with
individual policies which offer at least the same level of coverage
and which impose not more than the same costs on Executive. The
foregoing notwithstanding, in the event that Executive becomes
eligible for comparable group insurance coverage in connection with
new employment, the coverage provided by Employer under this Section
13(c)(iii) shall terminate immediately upon Executive's eligibility
for coverage. Any group health continuation coverage that Employer
is required to offer under the Consolidated Omnibus Budget
Reconciliation Act of 1986 ("COBRA") shall commence when coverage
under this Section 13(c)(iii) terminates.
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(iv) Executive shall not be required to mitigate the amount of
any payment or benefit contemplated by this Section 13(c) (whether
by seeking new employment or otherwise) and no such payment or
benefit shall be reduced by earnings that Executive may receive from
any other source.
14. Locations of Performance. Executive's services shall be performed
primarily in Northern California. The parties acknowledge, however, that
Executive may be required to travel in connection with the performance of his
duties hereunder.
15. Proprietary Information.
(a) Executive agrees to comply fully with Employer's policies relating to
non-disclosure of Employer's trade secrets and proprietary information and
processes, including information regarding Employer's subsidiaries, affiliates,
customers and prospective customers. Without limiting the generality of the
foregoing, Executive will not, whether during or after the term of his
employment by Employer, disclose any such secrets, information, or processes to
any person, firm, corporation, association, or other entity for any reason or
purpose whatsoever, nor shall Executive make use of any such property for his
own purposes or for the benefit of any person, firm, corporation, or other
entity (except Employer) under any circumstances during or after the term of his
employment, provided that after the term of his employment, this provision shall
not apply to secrets, information, and processes that are then in the public
domain (provided that Executive was not responsible, directly or indirectly, for
such secrets, information, or processes entering the public domain without
Employer's consent).
(b) Executive hereby sells, transfers, and assigns to Employer all of the
entire right, title, and interest of Executive in and to all inventions, ideas,
disclosures, and improvements, whether patented or unpatented, and copyrightable
material, to the extent made or conceived by Executive, solely or jointly,
during the term of this Agreement, except to the extent prohibited by Section
2870 of the California Labor Code, a copy of which is attached hereto as Exhibit
A. Executive shall communicate promptly and disclose to Employer, in such form
as Employer requests, all information, details, and data pertaining to the
aforementioned inventions, ideas, disclosures, and improvements; and, whether
during the term hereof or thereafter, Executive shall execute and deliver to
Employer such formal transfers and assignments and such other papers and
documents as may be required of Executive to permit Employer to file and
prosecute any patent applications relating to such inventions, ideas,
disclosures, and improvements and, as to copyrightable material, to obtain
copyright thereon.
(c) Trade secrets, proprietary information, and processes shall not be
deemed to include information which is:
(i)publicly known (or becomes publicly known) without the fault or
negligence of Executive;
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(ii) received from a third party without restriction and without
breach of this Agreement;
(iii) approved for release by written authorization of Employer; or
(iv) required to be disclosed by law; provided, however, that in the
event of a proposed disclosure pursuant to this subsection 15(c)(iv), the
recipient shall give Employer prior written notice before such disclosure
is made.
(d) Executive agrees that in the event that Executive's employment
terminates for any reason, Executive shall promptly deliver to Employer all
property belonging to Employer, including all documents and materials of any
nature pertaining to Executive's employment with Employer.
(e) This Section shall survive the expiration or any earlier termination
of this Agreement.
16. Employment Taxes. All payments made pursuant to this Agreement shall
be subject to withholding of applicable taxes.
17. Successors.
(a) Employer's Successors. Employer shall require any successor to all or
substantially all of Employer's business and/or assets and liabilities (whether
by purchase, merger, consolidation, reorganization, liquidation or otherwise) to
assume and expressly agree to perform this Agreement in the same manner and to
the same extent as Employer would be required to perform if there were no
succession. Employer's failure to obtain an assumption agreement in form and
substance reasonably acceptable to Executive by the effective date of such
succession shall constitute a breach of Employer's obligations to Executive
under this Agreement as of the effective date of such succession and shall
entitle Executive to all of the payments and other benefits described in Section
13(b) hereof.
(b) Executive's Successors. This Agreement and all rights of Executive hereunder
shall inure to the benefit of, and be enforceable by, Executive's personal or
legal representatives, executors, administrators, successors, heirs,
distributees, devisees and legatees, it being agreed by Executive that Executive
cannot assign or make subject to an option any of Executive's rights, including
rights to payments and benefits, under this Agreement.
18. Definition of Terms. The following terms used in this Agreement when
capitalized have the following meanings:
(b) "Board of Directors" means Employer's board of directors.
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(c) "Cause" means that Executive has:
(i) willfully breached or habitually neglected the duties which he
was required to perform under the terms of this Agreement or
the policies of Employer, or
(ii) committed act(s) of dishonesty, theft, embezzlement, fraud,
misrepresentation, or other act(s) of moral turpitude against Employer,
its subsidiaries, affiliates, shareholders or employees, or which
adversely impact the interest of Employer.
(d)"Change of Control" means:
(i) Employer is a party to a merger, consolidation, sale of assets
or other reorganization, or a proxy contest, as a consequence of which
members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of
Directors thereafter; or
(ii) during any period of twenty-four (24) consecutive months,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by Employer's stockholders was approved by a vote
of at least two-thirds of the directors then still in office who were
directors at the beginning of such period) of Employer cease for any
reason to constitute at least a majority of the Board of Directors; or
(iii) a sale of substantially all of the assets of Employer; or
(iv) any other change of control of Employer of a nature that would
be required to be reported in response to Item 6(e) of Schedule 14A of
Regulation 14A (or in response to any similar item on any similar schedule
or form) promulgated under the Securities Exchange Act of 1934 (the
"Act"), whether or not Employer is then subject to such reporting
requirement; provided, however, without limitation, that such a Change of
Control shall be deemed to have occurred if any person or group (as such
terms are used in connection with Sections 13(d) and 14(d) of the Act)
acquires securities in Employer so as to become the "beneficial owner" (as
defined in Rule 13d-3 and 13d-5 under the Act), directly or indirectly, of
securities thereof representing 25% or more of the combined voting power
of Employer's then outstanding securities.
Notwithstanding the foregoing provisions of this Section 19(c), a "Change
of Control" will not be deemed to have occurred solely because of the
acquisition of securities of Employer (or any reporting requirement under
the Act relating thereto) by an employee benefit plan maintained by
Employer for its employees.
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(e) "Disability" means that Executive has been unable to perform
the essential functions of his job under this Agreement, with
or without reasonable accommodation, for a period of three (3)
consecutive months as the result of his incapacity due to
physical or mental illness.
(f)"Good Reason" means any of (i) a material reduction in
Executive's compensation under Section 6 hereof or benefits under Sections
7, 8, or 9 hereof, (ii) a material reduction in Executive's title or
responsibilities, (iii) a relocation of Executive's principal office so
that Executive's one-way commute distance from his residence is increased
by more than forty (40) miles, (iv) failure of Employer's successor to
assume and perform this Agreement as contemplated by Section 17(a) hereof,
or (v) any material breach by Employer of this Agreement.
19. Notices. Any notice required or permitted to be given under this
Agreement shall be sufficient if in writing and sent by registered mail to
Executive at his residence maintained on Employer's records, or to Employer at
its executive offices, or such other addresses as either party shall notify the
other in accordance with the above procedure.
20. Force Majeure. Neither party shall be liable to the other for any
delay or failure to perform hereunder, which delay or failure is due to causes
beyond the control of said party, including, but not limited to: acts of God;
acts of the public enemy; acts of the United States of America, or any State,
territory, or political subdivision thereof or of the District of Columbia;
fires; floods; epidemics; quarantine restrictions; strikes; or freight
embargoes. Notwithstanding the foregoing provisions of this Section, in every
case the delay or failure to perform must be beyond the control and without the
fault or negligence of the party claiming excusable delay.
21. Integration. This Agreement and any attachments, schedules, and
exhibits hereto represent the entire agreement and understanding between the
parties as to the subject matter hereof and supersede all prior or
contemporaneous agreements, whether written or oral, regarding Executive's
employment at Employer and all rights, privileges and benefits related thereto.
Without limiting the generality of the foregoing, Executive acknowledges and
agrees that, effective on the Commencement Date, the terms and conditions of
this Agreement will supplant any different terms and conditions that previously
existed or governed his employment with Employer. No waiver, alteration, or
modification of any of the provisions of this Agreement shall be binding unless
in writing and signed by duly authorized representatives of the parties hereto.
22. Waiver. Failure or delay on the part of either party hereto to enforce
any right, power, or privilege hereunder shall not be deemed to constitute a
waiver thereof. Additionally, a waiver by either party of a breach of any
promise hereof by the other party shall not operate as or be construed to
constitute a waiver of any subsequent breach by such other party.
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23. Savings Clause. If any term, covenant, or condition of this Agreement
or the application thereof to any person or circumstance shall to any extent be
invalid or unenforceable, the remainder of this Agreement, or the application of
such term, covenant, or condition to persons or circumstances other than those
as to which it is held invalid or unenforceable, shall not be affected thereby
and each term, covenant, or condition of this Agreement shall be valid and
enforced to the fullest extent permitted by law.
24. Authority to Contract. Employer warrants and represents that it has
full authority to enter into this Agreement and to consummate the transactions
contemplated hereby and that this Agreement is not in conflict with any other
agreement to which Employer is a party or by which it may be bound. Employer
further warrants and represents that the individuals executing this Agreement on
behalf of Employer have the full power and authority to bind Employer to the
terms hereof and have been authorized to do so in accordance with Employer's
corporate organization.
25. Dispute Resolution.
(a)Any controversy or claim between Employer and Executive arising from or
relating to this Agreement or any agreement or instrument delivered under or in
connection with this Agreement, including any alleged dispute, breach, default,
or misrepresentation in connection with any of the provisions of this Agreement,
shall, at the option of Executive or Employer, be submitted to arbitration,
using either the American Arbitration Association ("AAA") or Judicial
Arbitration and Mediation Services, Inc. ("JAMS") in accordance with the rules
of either JAMS or AAA (at the option of the party initiating the arbitration)
and Title 9 of the U.S. Code. All statutes of limitations or any waivers
contained herein which would otherwise be applicable shall apply to any
arbitration proceeding under this Section. The parties agree that related
arbitration proceedings may be consolidated. The arbitrator shall prepare
written reasons for the award. Judgment upon the award rendered may be entered
in any court having jurisdiction.
(b)No provision of, or the exercise of any rights under, Section 25(a)
hereof shall limit the right of any party to exercise self help remedies or to
obtain provisional or ancillary remedies, such as injunctive relief from a court
having jurisdiction before, during or after the pendency of any arbitration. The
institution and maintenance of an action for judicial relief or pursuit of
provisional or ancillary remedies or exercise of self help remedies shall not
constitute a waiver of the right of any party, including the plaintiff, to
submit the controversy or claim to arbitration.
(c)If any arbitration, legal action or other proceeding is brought for the
enforcement of this Agreement or any agreement or instrument delivered under or
in connection with this Agreement, or because of an alleged dispute, breach,
default, or misrepresentation in connection with any of the provisions of this
Agreement, the successful or prevailing party or parties shall be entitled to
recover reasonable attorneys' fees and other costs incurred in that action or
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proceeding, in addition to any other relief to which it or they may be entitled.
26. Remedies. In the event of a breach by Executive of Section 15 of this
Agreement, in addition to other remedies provided by applicable law, Employer
will be entitled to issuance of a temporary restraining order or preliminary
injunction enforcing its rights under such Section.
27. Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
28. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
29. Advice of Counsel. Before signing this Agreement, Executive either (i)
consulted with and obtained advice from his independent legal counsel in respect
to the legal nature and operation of this Agreement, including its impact on his
rights, privileges and obligations, or (ii) freely and voluntarily decided not
to have the benefit of such consultation and advice with legal counsel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the day herein first above written.
EXECUTIVE
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HUMBOLDT BANCORP
-------------------------------------
President & Chief Executive Officer
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EXHIBIT A
CALIFORNIA LABOR CODE SECTION 2870
Section 2870. Application of provision providing that employee shall assign or
offer to assign rights in invention to employer.
(a) Any provision in an employment agreement which provides that an
employee shall assign, or offer to assign, any of his or her rights in an
invention to his or her employer shall not apply to an invention that the
employee developed entirely on his or her own time without using Employer's
equipment, supplies, facilities, or trade secret information except for those
inventions that either;
(i) Relate at the time of conception or reduction to practice of the
invention to Employer's business, or actual or demonstrably anticipated
research or development of Employer.
(ii) Result from any work performed by the employee for Employer.
(b) To the extent a provision in an employment agreement purports to
require an employee to assign an invention otherwise excluded from being
required to be assigned under subdivision (a), the provision is against the
public policy of this state and is unenforceable.
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