死亡. If your employment shall terminate due to your death, you (or your estate) shall be paid, in lieu of all other payments hereunder, the following: (1) accrued and unpaid Base Salary through the date of termination; (2) earned and unpaid bonus, if any; (3) all other payments and benefits you may be entitled to receive under the terms of any applicable employee benefit plan or program of Company in which you participate, if any, and any earned, unused vacation pay that has accrued to that date and is payable under Company’s standard policies or under and in accordance with the terms of such employee benefit plan; and (4) reimbursement for all actual and previously unreimbursed out-of-pocket business expenses properly incurred to the date of termination in accordance with Company’s standard business expense reimbursement policies (collectively, the 「Accrued Amounts」). The Accrued Amounts shall be paid to your surviving spouse, if any, or otherwise to your estate, in a single lump sum payment within thirty (30) days of your death, or, if otherwise provided in an applicable employee benefit plan, in accordance with the time and form of payment provisions of such plan, in accordance with applicable law.
B.
殘疾. If you are prevented from performing your duties as called for by this Agreement because of physical or mental incapacity or other disability (a “殘疾”) 在提供所有法律要求的缺勤假期和合理便利後，公司有權終止你的僱傭關係，並將書面通知你。預計在你連續超過十二（12）周無法工作，或在任何連續的十二（12）個月內短期內累計超過九十（90）天時，會發生這種終止。如果你的僱傭關係將會
沒有進一步的義務. The amounts and benefits provided for in this Section 9 shall be in lieu of any termination or severance payments or benefits for which you may be eligible or entitled, now or in the future, under any of the plans, policies, or programs of Company or any of its subsidiaries or Affiliates. In addition, the amounts and benefits provided for in this Section 9 shall be inclusive of all statutory severance payable or otherwise provided to you in relation to your employment by Company and the termination of your employment under this Agreement and compensation for all required notice periods. Except as otherwise expressly set forth in this Section 9, from and after the date of such termination, you shall (i) have no right to receive any further compensation (including Base Salary or Bonus) hereunder, and, (ii) except to the extent required by law, cease to be covered under or be permitted to actively participate in any benefits plans or programs.
G.
Resignation from Officer and Director Positions. If your employment with Company terminates for any reason, you shall be deemed to have resigned at that time from any and all positions that you may have held with Company or any of its Affiliates, as designated by Company, or any other positions that you held on behalf of Company. If, for any reason, this Section 9G is deemed insufficient to effectuate such resignation, following a reasonable opportunity to review, you hereby authorize Company to execute any documents or instruments consistent herewith which Company may deem necessary or desirable to effectuate such resignation or resignations, and to act as your attorney-in fact. Company will provide you with a copy of such documents.
10.
限制性契約。
A.
Non-Competition with the Company. You covenant and agree that during your employment and for a period of six (6) months following your separation from the Company for any reason, you shall not, directly or indirectly, enter into or engage in the ownership, management, operation or control of, or act as a consultant, advisor, employee or contractor for, any person, company or entity engaged in Competition. This restriction is limited to (i) a radius of fifty (50) miles from any Company office or other location where you worked or out of which you provided services during the two (2) years prior to your separation from employment with the Company, and (ii) any territory in which the Company engaged in its business during that time period. You are only restricted from working or performing services on your own behalf or for another entity where you have or will perform the same or similar type of work or service or offer the same or similar products or services that you performed or offered for the Company (or its Affiliates) during your employment or the last year of your employment with the Company (or its Affiliates), whichever is shorter. The term in 「競爭」 與公司有關的公司、個人或實體是指參與所涵蓋業務的任何公司、個人或實體。爲了本協議的目的，術語 「所涵蓋業務」 是指爲房產所有者、房主、管理者或房屋建築商開發智能家居自動化硬件或軟體。
This Agreement shall inure to the benefit of and be binding upon your heirs and personal representatives of your estate and the successors and permitted assigns of Company, regardless of any change in its business structure, whether through spinoff, merger, sale of stock or assets, or any other transaction or assignment. Notwithstanding the foregoing, this Agreement is a personal services contract and, as such, you may not assign any of your duties or obligations hereunder. Company may not assign this Agreement nor any rights or obligations hereunder other than to an Affiliate or to an entity which, by way of merger, consolidation or sale of substantially all of the assets of Company becomes a successor to Company, so long as such successor assumes in writing Company’s obligations hereunder (and Company agrees to deliver a copy to you of such assumption promptly following your request for such). For the purposes of this Agreement, the term 「公司」 shall include Company and, subject to the foregoing sentence, any of its successors and assigns.
E.
You have been advised to seek the advice of independent counsel concerning
the execution of this Agreement. Your signature below indicates you have received such counsel as you deem appropriate or have waived your right to do so.
F.
The headings of the several Paragraphs of this Agreements have been inserted for convenience of reference only and shall in no way restrict or modify any the terms of provisions hereof. This Agreement has been drafted by legal counsel representing Company, but you have participated in the negotiation of its terms. Furthermore, you acknowledge that you have had an opportunity to review and revise the Agreement and have it reviewed by legal counsel, if desired, and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.
G.
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Arizona, without regard to conflicts of laws. Each party consents to the jurisdiction and venue of the state or federal courts in Phoenix, Arizona, if applicable, in any action, suit, or proceeding arising out of or relating to this Agreement. Any and all disputes, other than requests for injunctive relief by either patty, will be resolved through binding arbitration consistent with the Employee Arbitration Agreement attached hereto as Exhibit b.