CompUSA 2011 Annual Report Download - page 72

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(l) Blue Pencil and Severability
. If any provision of this Agreement is held to be unenforceable, then this Agreement will be
deemed amended to the extent necessary to render the otherwise unenforceable provision, and the rest of this Agreement, valid and enforceable. If a
court declines to amend this Agreement as provided herein, the invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of the remaining provisions, which shall be enforced as if the offending provision had not been included in this Agreement.
7. Conflict of Interest; Code of Ethics; “Clawback” Policy
. The Employee may not use his position, influence, knowledge of
Confidential Information and Trade Secrets or Company assets for personal gain, and you shall be subject in all respects to the Company’
s Code of
Ethics and corporate governance policies, as amended from time to time. In this regard, you hereby acknowledge and agree that your compensation
hereunder is subject to forfeiture and repayment to the Company in accordance with the Company’s “clawback policy”,
as amended from time to time,
as described in its Annual Proxy Statement and which clawback policy is hereby incorporated by reference herein. A direct or indirect financial
interest, including joint ventures in or with a supplier, vendor, client or prospective client without disclosure and written approval from the Reporting
Person is strictly prohibited and constitutes cause for dismissal. This provision shall not apply in respect of any publicly traded corporation of which
the Employee is less than a one percent (1%) stockholder or with respect to any financial interest as a result of any investment by the Employee in a
publicly traded mutual fund.
8. Intellectual Property .
(a) The Employee covenants and agrees that all inventions, improvements, products, designs, specifications, trademarks, service
marks, discoveries, formulae, processes, software or computer programs, modifications of software or computer programs, data processing systems,
analyses, techniques, trade secrets, creations, ideas, work product or contributions thereto, and any other intellectual property, regardless of whether
patented, registered or otherwise protected or protectable, and regardless of whether containing or constituting Trade Secrets or Confidential
Information as defined in Section 6 hereof (referred to collectively as “Intellectual Property”),
that were conceived, developed or made by Employee
during employment by the Company, including Intellectual Property related to the sale of computer, consumer electronic and industrial products (the
“Proprietary Interests”), shall belong to and be the property of the Company.
13