“Confidential Information” - any and all:
(a) trade secrets concerning the business and affairs of Employer, including product specifications, data, know-how, formulae, compositions, processes, designs, sketches, photographs, graphs, drawings, samples, inventions and ideas, past, current, and planned research and development, current and planned manufacturing or distribution methods and processes, customer lists, current and anticipated customer requirements, price lists, market studies, business plans, computer software and programs (including object code and source code), computer software and database technologies, systems, structures, and architectures (and related formulae, compositions, processes, improvements, devices, know-how, inventions, discoveries, concepts, ideas, designs, methods and information), and any other information, however documented, that is a trade secret as defined under applicable law; and
(b) confidential information concerning the business and affairs of Employer (which includes historical financial statements, financial projections and budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel, personnel training and techniques and materials), however documented; and
(c) notes, analysis, compilations, studies, summaries, and other material prepared by or for Employer containing or based, in whole or in part, on any information included in the foregoing.
“Disability” - as defined in Section 7.2.
“Effective Date” – the date stated in the first paragraph of this Agreement.
“Employee Invention” - any idea, invention, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by Executive, either solely or in conjunction with others, during the Employment Period, or a period that includes a portion of the Employment Period, that relates in any way to, or is useful in any manner in, the business then being conducted or proposed to be conducted by Employer, and any such item created by Executive, either solely or in conjunction with others, following termination of Executive’s employment with Employer, that is based upon or uses Confidential Information.
“Employment Period” - the term of Executive’s employment under this Agreement.
“Fiscal Year” - Employer’s fiscal year, as it exists on the Effective Date or as changed from time to time.
“Involuntary Termination” -means the resignation or Employer’s dismissal of the Executive for any reason other than Termination for Cause or the Executive’s voluntary resignation after the occurrence of any of the following events that occurs without the written consent of Executive: (i) a reduction in Executive’s Basic Compensation or a reduction in the target amount of Executive’s Additional Compensation, in each case in an amount exceeding thirty-five percent (35%) on an annual basis; (ii) a relocation of Executive’s principal place of employment more than seventy-five (75) miles from its
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