Adaptec 2011 Annual Report Download - page 122

assignments and all other instruments which the Company shall deem necessary in order to apply for and obtain such rights and in order to assign and convey
to the Company, its successors, assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions, and any copyrights, patents,
mask work rights or other intellectual property rights relating thereto. I further agree that my obligation to execute or cause to be executed, when it is in my
power to do so, any such instrument or papers shall continue after the termination of this Agreement. If the Company is unable because of my mental or
physical incapacity or for any other reason to secure my signature to apply for or to pursue any application for any United States or foreign patents or
copyright registrations covering Inventions or original works of authorship assigned to the Company as above, then I hereby irrevocably designate and
appoint the Company and its duly authorized officers and agents as my agent and attorney in fact, to act for and in my behalf and stead to execute and file any
such applications and to do all other lawfully permitted acts to further the prosecution and issuance of letters patent or copyright registrations thereon with the
same legal force and effect as if executed by me.
F. Exception to Assignments. I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any
invention which qualifies fully under the provisions of California Labor Code Section 2870 (attached hereto as Schedule B). I will advise the Company
promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and not otherwise disclosed on Schedule A.
3. Conflicting Employment. I agree that, during the term of my employment with the Company, I will not engage in any other employment, occupation or
consulting directly related to the business in which the Company is now involved or becomes involved during the term of my employment, nor will I engage
in any other activities that conflict with my obligations to the Company. I am currently on the Board of Directors of Intersil and the Company agrees that I
may continue to serve as a member of Intersil's Board of Directors. Upon the agreement of the Board of Directors of Company and provided it does not
conflict with my obligations to the Company, I may from time to time serve on the Board of Directors of other corporations (whether with or without
compensation). Nothing in this paragraph will prohibit me from serving as a volunteer on a non-profit or community board, providing volunteer services, or
participating as a volunteer in community or educational activities.
4. Returning Company Documents. I agree that, at the time of leaving the employ of the Company, I will deliver to the Company (and will not keep in my
possession, recreate or deliver to anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings
blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned items developed by me pursuant to my
employment with the Company or otherwise belonging to the Company, its successors or assigns, including, without limitation, those records maintained
pursuant to paragraph 2.D. In the event of the termination of my employment, I agree to sign and deliver the "Termination Certification" attached hereto as
Exhibit C.
5. Notification of New Employer. In the event that I leave the employ of the Company, I hereby grant consent to notification by the Company to my new
employer about my rights and obligations under this Agreement.
C-3