Tech Data 2014 Annual Report Download - page 147

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13.6. If the Executive’
s employment terminates by mutual consent, the parties agree that the difference between the payment of two years Base
Salary under the US Severance Plan and the payment of two years total cash compensation (total cash compensation being calculated as
annual Base Salary plus Bonus at the then current target amount if 100% is attained multiplied by 2) shall be paid to compensate the
obligations provided in this clause.
13.7.
The Executive expressly acknowledges that due to the services rendered by him to the Company, there is an effective and clear interest,
both commercial and business-related, in establishing the undertakings provided for in this Section.
13.8.
Likewise, the Executive expressly acknowledges that the financial consideration agreed in this Section is entirely adequate and amply
compensates the limitations arising from it.
13.9.
In the event of breach of the undertakings set in this Section by the Executive, and irrespective of any potential injunctive relief that may
be available in accordance with applicable laws and regulations, the Parties agree that the Executive will (i) return the amount of financial
consideration received in connection with the non-compete and non-
solicitation obligation as defined under clause 13.6 of this Agreement
and (ii) pay the damages caused as a result of his breach, which both parties establish, as a pre-
liquidation clause, at an amount equal to
two (2) years of the total cash compensation as calculated in clause 13.6, and the profit made by the Executive arising out of the equity
associated with the Long Term Incentive Plan in the year prior to the termination date.
13.10.
If it is determined by a court of competent jurisdiction that any restriction in this clause is excessive in duration or scope or is
unreasonable or unenforceable under applicable law, it is the intention of the parties that such restriction may be modified or amended by
the court to render it enforceable to the maximum extent permitted by the laws of Spain.
13.11.
For the avoidance of any doubt, the obligations contained in this clause hereof shall survive the termination of the Executive’
s
relationship with the Company and shall be fully enforceable thereafter.
14.
ASSIGNMENT OF INTELLECTUAL PROPERTY RIGHTS
14.1.
The Executive undertakes to assign to Tech Data Corporation and the Company any right apt for exploitation and transfer pursuant to the
Intellectual Property Act in force, including the rights of distribution, reproduction, transformation, public communication and making
available to the public of any intellectual creation expressed using any means or support, tangible or intangible, which may have been
performed by the Executive while this