(a) Employment at Will. Executives employment shall be at will, meaning that either Executive or Employer shall be entitled to terminate Executives employment at any time and for any reason, with or without Cause or notice. This Agreement shall constitute the full and complete agreement between Executive and Employer on the at-will nature of Executives employment, which may only be changed in an express written agreement signed by Executive and an authorized officer of Employer.
(b) Hiring of CEO & President. Upon hiring of a permanent Chief Executive Officer & President, Executives employment under this Agreement shall be terminated. At such time, Executive may continue to serve in a Non-Executive Chairman or Executive Chairman capacity, as mutually determined by Executive and the Board. If Executive shall serve as (i) non-Executive Chairman, then he shall receive Chairman compensation commensurate with the Non-Employee Directors Compensation Policy in existence at such time; or (ii) Executive Chairman, then he shall receive cash compensation at an annual rate of $150,000 and equity grants commensurate with the Non-Employee Directors Compensation Policy, or as otherwise mutually agreed to between Executive and the Board at such time.
(b) Rights Upon Termination. Upon the termination of Executives employment with Employer, Executive shall only be entitled to the accrued but unpaid Base Salary due to him through the date of termination, any earned but unused PTO through the date of termination in accordance with Employers PTO policy, any vested benefits under Employers welfare and pension benefit plans (other than any severance plans) pursuant to the terms of such plans, and any unreimbursed business expenses incurred by Executive in accordance with this Agreement and Employers expense policies.
8. [Intentionally Omitted].
9. Ownership of Work Product and Inventions.
(a) Ownership. Employer shall own all rights to Work Product (as defined below) created by Executive. Executive hereby assigns to Employer all copyright, trademark, trade secrecy, and patent rights in the Work Product. Executive will take all action reasonably requested by Employer to transfer rights to the Work Product to Employer and to permit Employer to obtain copyright, trademark, patent, or similar protection for the Work Product in its own name in any jurisdiction. Executive hereby waives in whole any moral rights which he may have in any such Work Product or any part or parts thereof. If Executive makes any Invention (as defined below) during the Employment Term that Executive believes does not belong to Employer under this Agreement, then Executive will promptly notify the Board and will supply a written explanation of the reasons for such belief. Executive is not the owner of any invention as of the date hereof. Executive agrees that even if his employment is terminated by Employer, Executive shall at all times provide reasonable cooperation with Employer in the prosecution or defense of any lawsuit related to Employer activities in connection with any copyright of Employer.
(b) Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
(i) Work Product means written materials created by Executive, Inventions made by Executive, programs, fixes, routines, inventions, ideas, designs, manuals, improvements, discoveries, processes, and any other results or properties of Executives efforts whether produced alone or with others, a) relating to Employers actual or anticipated business, or b) made or conceived during working hours or developed with the aid of Employers personnel or assets.
(ii) Invention means any invention, including, without limitation, information, inventions, contributions, improvements, ideas, or discoveries, whether patentable or copyrightable or not, and whether or not conceived or made during work hours.
(c) Limitations. All provisions of this Agreement relating to the assignment by Executive of any invention or innovation are subject to the provisions of California Labor Code Sections 2870, 2871 and 2872. Executive understands that, in accordance with Section 2870 of the California Labor Code, the provisions of this Agreement requiring assignment to Employer, without payment, of any rights in any Inventions would not apply to any invention for which no equipment, supplies, facility, or trade secret information of Employer was used and which was developed entirely on Executives own time, unless (i) the invention relates (A) directly to the business of Employer, or (B) to Employers actual or demonstrably anticipated research or development, or (ii) the invention results from any work performed by Executive for Employer. A copy of California Labor Code Sections 2870, 2871 and 2872 is attached to this Agreement as Exhibit B.