Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.01M
4: EX-10.10 Exhibit 10.10 - Ups Protective Covenant Agreement HTML 100K
5: EX-10.11 Exhibit 10.11 - Offer of Employment HTML 90K
6: EX-10.12 Exhibit 10.12 - Ups Protective Covenant Agreement HTML 71K
2: EX-10.6 Exhibit 10.6 -Ups Deferred Compensation Plan HTML 94K
7: EX-10.8(A) Exhibit 10.8(A) - Ups Management Incentive Program HTML 90K
8: EX-10.8(B) Exhibit 10.8(B) - Ups Stock Option Program HTML 61K
9: EX-10.8(C) Exhibit 10.8(C) - Ups Long-Term Incentive HTML 72K
Performance Program
3: EX-10.9 Exhibit 10.9 - Offer of Employment HTML 122K
10: EX-21 Exhibit 21 - Subsidiaries of the Registrant HTML 44K
11: EX-23 Exhibit 23 - Consent of Deloitte & Touche LLP HTML 41K
12: EX-31.1 Exhibit 31.1 - Section 302 - CEO Certificate HTML 46K
13: EX-31.2 Exhibit 31.2 - Section 302 - CFO Certificate HTML 46K
14: EX-32.1 Exhibit 32.1 - Section 906 - CEO Certification HTML 41K
15: EX-32.2 Exhibit 32.2 - Section 906 - CFO Certification HTML 41K
22: R1 Document and Entity Information HTML 76K
23: R2 Consolidated Balance Sheets HTML 149K
24: R3 Consolidated Balance Sheets (Parenthetical) HTML 48K
25: R4 Statements of Consolidated Income HTML 106K
26: R5 Statements of Consolidated Comprehensive Income HTML 60K
27: R6 Statements of Consolidated Cash Flows HTML 145K
28: R7 Summary of Accounting Policies HTML 400K
29: R8 Revenue Recognition HTML 106K
30: R9 Cash and Investments HTML 248K
31: R10 Property, Plant and Equipment HTML 63K
32: R11 Company-Sponsored Employee Benefit Plans HTML 735K
33: R12 Multiemployer Employee Benefit Plans HTML 233K
34: R13 Goodwill and Intangible Assets HTML 119K
35: R14 Debt and Financing Arrangements HTML 241K
36: R15 Legal Proceedings and Contingencies HTML 52K
37: R16 Shareowners' Equity HTML 290K
38: R17 Stock-Based Compensation HTML 172K
39: R18 Segment and Geographic Information HTML 151K
40: R19 Income Taxes HTML 194K
41: R20 Earnings Per Share HTML 71K
42: R21 Derivative Instruments and Risk Management HTML 274K
43: R22 Transformation Strategy (Notes) HTML 43K
44: R23 Quarterly Information (Unaudited) HTML 139K
45: R24 Summary of Accounting Policies (Policies) HTML 466K
46: R25 Summary of Accounting Policies (Tables) HTML 349K
47: R26 Cash and Investments (Tables) HTML 253K
48: R27 Property, Plant and Equipment (Tables) HTML 60K
49: R28 Company-Sponsored Employee Benefit Plans (Tables) HTML 710K
50: R29 Multiemployer Employee Benefit Plans (Tables) HTML 216K
51: R30 Goodwill and Intangible Assets (Tables) HTML 111K
52: R31 Debt and Financing Arrangements (Tables) HTML 209K
53: R32 Shareowners' Equity (Tables) HTML 283K
54: R33 Stock-Based Compensation (Tables) HTML 160K
55: R34 Segment and Geographic Information (Tables) HTML 149K
56: R35 Income Taxes (Tables) HTML 184K
57: R36 Earnings Per Share (Tables) HTML 69K
58: R37 Derivative Instruments and Risk Management HTML 266K
(Tables)
59: R38 Quarterly Information (Unaudited) (Tables) HTML 132K
60: R39 SUMMARY OF ACCOUNTING POLICIES - Additional HTML 170K
Information (Detail)
61: R40 SUMMARY OF ACCOUNTING POLICIES - Balance Sheet HTML 91K
Impact (Details)
62: R41 SUMMARY OF ACCOUNTING POLICIES - Income Statement HTML 150K
Impact (Details)
63: R42 SUMMARY OF ACCOUNTING POLICIES - Cash Flows Impact HTML 110K
(Details)
64: R43 Revenue Recognition (Details) HTML 96K
65: R44 Revenue Recognition - Narratives (Details) HTML 54K
66: R45 CASH AND INVESTMENTS - Summary of Marketable HTML 86K
Securities (Detail)
67: R46 CASH AND INVESTMENTS - Additional Information HTML 66K
(Detail)
68: R47 CASH AND INVESTMENTS - Age of Gross Unrealized HTML 67K
Losses and Fair Value by Investment Category
(Detail)
69: R48 CASH AND INVESTMENTS - Cash Details (Details) HTML 50K
70: R49 CASH AND INVESTMENTS - Amortized Cost and HTML 123K
Estimated Fair Value of Marketable Securities by
Contractual Maturity (Detail)
71: R50 Property, Plant and Equipment (Detail) HTML 73K
72: R51 Property, Plant and Equipment - Narratives HTML 79K
(Details)
73: R52 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - HTML 218K
Additional Information (Detail)
74: R53 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Net HTML 75K
Periodic Benefit Cost for Company Sponsored
Pension and Postretirement Benefit Plans (Detail)
75: R54 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - HTML 60K
Weighted Average Actuarial Assumptions Used to
Determine the Net Periodic Benefit Cost (Detail)
76: R55 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - HTML 54K
Weighted Average Actuarial Assumptions Used to
Determine the Benefit Obligations (Detail)
77: R56 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - HTML 48K
Reconciliation of the Changes in the Plans'
Benefit Obligations and Fair Value of Plan Assets
(Detail)
78: R57 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Funded HTML 108K
Status as of the Respective Measurement Dates in
Each Year and the Amounts Recognized in Balance
Sheet (Detail)
79: R58 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - HTML 132K
Projected Benefit Obligation, Accumulated Benefit
Obligation, and Fair Value of Plan Assets for
Pension Plans With an Accumulated Benefit
Obligation in Excess of Plan Assets (Detail)
80: R59 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Fair HTML 286K
Values of U.S. Pension and Postretirement Benefit
Plan Assets by Asset Category as Well as the
Percentage That Each Category Comprises of Total
Plan Assets and the Respective Target Allocations
(Detail)
81: R60 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Fair HTML 73K
Value Measurement of Plan Assets Using
Unobservable Inputs (Detail)
82: R61 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - HTML 74K
Expected Cash Flows for Pension and Postretirement
Benefit Plans (Detail)
83: R62 COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS HTML 48K
COMPANY-SPONSORED EMPLOYEE BENEFIT PLANS - Effects
of One Basis Point Change on Projected Benefit
Obligation (Details)
84: R63 MULTIEMPLOYER EMPLOYEE BENEFIT PLANS - UPS's HTML 175K
Participation in Multiemployer Plans (Detail)
85: R64 MULTIEMPLOYER EMPLOYEE BENEFIT PLANS - HTML 121K
Multi-Employer Health and Welfare Plans (Detail)
86: R65 GOODWILL AND INTANGIBLE ASSETS - Allocation of HTML 56K
Goodwill by Reportable Segment (Detail)
87: R66 GOODWILL AND INTANGIBLE ASSETS - Additional HTML 74K
Information (Detail)
88: R67 GOODWILL AND INTANGIBLE ASSETS - Summary of HTML 70K
Intangible Assets (Detail)
89: R68 DEBT AND FINANCING ARRANGEMENTS - Additional HTML 446K
Information (Detail)
90: R69 DEBT AND FINANCING ARRANGEMENTS - Carrying Value HTML 194K
of Debt Obligations (Detail)
91: R70 DEBT AND FINANCING ARRANGEMENTS DEBT AND FINANCING HTML 67K
ARRANGEMENTS - Average Interest Rate (Details)
92: R71 DEBT AND FINANCING ARRANGEMENTS - Recorded Value HTML 51K
of Property, Plant and Equipment Subject To
Capital Leases (Detail)
93: R72 DEBT AND FINANCING ARRANGEMENTS - Aggregate HTML 126K
Minimum Lease Payments , Annual Principal Payments
and Amounts Expected to be Spent for Purchase
Commitments (Detail)
94: R73 Legal Proceedings and Contingencies Legal HTML 58K
Proceedings and Contingencies (Details)
95: R74 SHAREOWNERS' EQUITY - Additional Information HTML 86K
(Detail)
96: R75 SHAREOWNERS' EQUITY - Roll-forward of Common HTML 126K
Stock, Additional Paid-in Capital, and Retained
Earnings Accounts (Detail)
97: R76 SHAREOWNERS' EQUITY - Roll-forward of Common HTML 43K
Stock, Additional Paid-in Capital, and Retained
Earnings Accounts (Phantom) (Detail)
98: R77 SHAREOWNERS' EQUITY - Activity in Accumulated HTML 89K
Other Comprehensive Income (Loss) (Detail)
99: R78 SHAREOWNERS' EQUITY - Activity in Accumulated HTML 68K
Other Comprehensive Income (Loss) (Phantom)
(Detail)
100: R79 SHAREOWNERS' EQUITY - Activity in Deferred HTML 65K
Compensation Program (Detail)
101: R80 SHAREOWNERS' EQUITY SHAREOWNERS' EQUITY - HTML 110K
Reclassification from AOCI (Details)
102: R81 STOCK-BASED COMPENSATION - Additional Information HTML 135K
(Detail)
103: R82 STOCK-BASED COMPENSATION - Restricted Stock Units HTML 99K
Outstanding, Including Reinvested Dividends
(Detail)
104: R83 STOCK-BASED COMPENSATION - Options to Purchase HTML 98K
Shares of Class A Common Stock Issued and
Outstanding (Detail)
105: R84 STOCK-BASED COMPENSATION - Fair Value of Employee HTML 59K
Stock Options Granted as Determined by
Black-Scholes Valuation Model Assumptions (Detail)
106: R85 STOCK-BASED COMPENSATION - Summarized Information HTML 74K
about Stock Options Outstanding and Exercisable
(Detail)
107: R86 SEGMENT AND GEOGRAPHIC INFORMATION - Additional HTML 52K
Information (Detail)
108: R87 SEGMENT AND GEOGRAPHIC INFORMATION - Segment HTML 84K
Information (Detail)
109: R88 SEGMENT AND GEOGRAPHIC INFORMATION - Revenue by HTML 93K
Product Type (Detail)
110: R89 SEGMENT AND GEOGRAPHIC INFORMATION - Geographic HTML 57K
Information (Detail)
111: R90 INCOME TAXES - Income Tax Expense Benefit (Detail) HTML 70K
112: R91 INCOME TAXES - Income Before Income Taxes (Detail) HTML 47K
113: R92 INCOME TAXES - Reconciliation of Statutory Federal HTML 65K
Income Tax Rate to Effective Income Tax Rate
(Detail)
114: R93 INCOME TAXES - Additional Information (Detail) HTML 96K
115: R94 INCOME TAXES - Deferred Tax Liabilities and Assets HTML 83K
(Detail)
116: R95 INCOME TAXES - U.S. State and Local Operating Loss HTML 46K
and Credit Carryforwards (Detail)
117: R96 INCOME TAXES - Summarized Activity Related to HTML 68K
Unrecognized Tax Benefits (Detail)
118: R97 EARNINGS PER SHARE - Computation of Basic and HTML 86K
Diluted Earnings Per Share (Detail)
119: R98 EARNINGS PER SHARE - Additional Information HTML 42K
(Detail)
120: R99 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - HTML 51K
Additional Information (Detail)
121: R100 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - HTML 54K
Notional Amounts of Outstanding Derivative
Positions (Detail)
122: R101 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - HTML 104K
Balance sheet location of derivative assets and
liabilities and their related fair values (Detail)
123: R102 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - HTML 53K
Amount and Location in the Income Statement for
Derivatives Designed as Cash Flow Hedges (Detail)
124: R103 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - Fair HTML 50K
Values of Derivative Assets and Liabilities by
Hedge Type (Detail)
125: R104 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - HTML 52K
Amount Recorded in Income Statements for Foreign
Currency Forward Contracts Not Designated as
Hedges (Detail)
126: R105 DERIVATIVE INSTRUMENTS AND RISK MANAGEMENT - HTML 75K
Amount and Location in the Income Statement for
Derivatives Designated as Fair Value Hedges
(Detail)
127: R106 Transformation Strategy (Details) HTML 50K
128: R107 Quarterly Information (unaudited) - Quarterly HTML 78K
Information (Detail)
129: R108 Quarterly Information (unaudited) - Additional HTML 70K
Information (Detail)
131: XML IDEA XML File -- Filing Summary XML 241K
130: EXCEL IDEA Workbook of Financial Reports XLSX 218K
16: EX-101.INS XBRL Instance -- ups-20181231 XML 11.83M
18: EX-101.CAL XBRL Calculations -- ups-20181231_cal XML 390K
19: EX-101.DEF XBRL Definitions -- ups-20181231_def XML 2.23M
20: EX-101.LAB XBRL Labels -- ups-20181231_lab XML 3.90M
21: EX-101.PRE XBRL Presentations -- ups-20181231_pre XML 2.61M
17: EX-101.SCH XBRL Schema -- ups-20181231 XSD 436K
132: ZIP XBRL Zipped Folder -- 0001090727-19-000006-xbrl Zip 709K
I, Kevin Warren, am voluntarily entering into this Protective Covenant Agreement (“Agreement”) with United Parcel Service, Inc. (“UPS” or “the Company”) on the date set forth below (the “Effective Date”).
1. ACKNOWLEDGMENTS.
(a)Key Employee: I acknowledge and agree that,
by reason of my highly specialized skill set and the Company’s investment of time, training, money, trust, and exposure to Confidential Information, I am intimately involved in the planning and direction of the Company’s global business operations.
(b)Consideration:
(i) Employment: I acknowledge and agree that my execution of, and compliance with, this Agreement are material factors in the Company’s decision to hire me and to provide me with access to Confidential Information that is
not provided to other employees of the Company, which constitutes good and valuable consideration for the covenants set forth in this Agreement.
(ii) Restricted Stock Units and Transition Payments: It is understood and agreed that, on the Effective Date, I will receive a special, one-time grant of Restricted Stock Units (“RSUs”) valued at $3,000,000 pursuant to (and subject to the terms of) the UPS 2015 Omnibus Incentive Compensation Plan and a Restricted Stock Unit Award Agreement (“Award Agreement”), which such Award Agreement will include a vesting schedule and various other terms and conditions, and pursuant to which the number of Restricted Stock Units awarded will be calculated by dividing the $3,000,000 value of the grant
by the closing price of UPS stock on the grant date. I will be required to acknowledge acceptance of the Award Agreement and the terms and conditions thereof in order to receive the award of the RSUs. In addition, it is understood and agreed that I will receive Transition Payments of $2,450,000 payable in payments of $950,000 on June 30, 2018, $750,000 on June 30, 2019 and $750,000 on June 30, 2020.
(iii) Separation Pay. In further consideration for my obligations under this Agreement, the Company shall pay me Separation Pay under the following terms and conditions:
(y) In
the event that my employment is terminated by the Company without Cause during the first two (2) years after the Effective Date, the Company shall pay me Separation Pay.
(z) In the event that my employment is terminated by the Company without Cause after July 1, 2020, the Company shall only be required to pay me Separation Pay in the event that the Company elects, at its sole discretion, to require that
I be bound by the post-termination Covenant Not to Compete described in Paragraph 6 below. If the Company elects not to require that I be bound by the post-termination Covenant Not to Compete described in Paragraph 6 below, I understand that I will not be paid Separation Pay pursuant to this Paragraph 1(b)(iii)(z).
(c)Potential Unfair Competition: I acknowledge and agree that, as a result of my receipt of Confidential Information, my role at UPS, and my relationships with UPS customers and/or employees, I would have an unfair competitive advantage if I were violate this Agreement.
(d)No Undue Hardship: I acknowledge
and agree that, in the event that my employment with the Company terminates for any reason, I possess marketable skills and abilities that will enable me to find suitable employment without violating the covenants set forth in this Agreement.
(e)Voluntary Execution: I acknowledge and affirm that I am executing this Agreement voluntarily, that I have read this Agreement carefully, that I have had a full and reasonable opportunity to consider this Agreement (including an opportunity to consult with legal counsel), and that I have not been pressured or in any way coerced, threatened or intimidated into signing this Agreement.
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2. DEFINITIONS.
(a)“Cause”
means a termination of my employment by the Company due to one or more of the following: the indictment of any felony or indictment of a misdemeanor involving theft or moral turpitude; and/or commission of any act or omission that constitutes neglect or misconduct with respect to my employment duties that results in economic harm to the Company; and/or violation of any of the Company’s substance abuse, compliance or any other policies that may be applicable to me and that may be in effect at the time of the occurrence; and/or a breach of any material provision of this Agreement any other agreements or understanding in effect at the time of the breach, between me and the
Company.
(b) “Company” means United Parcel Service, Inc., a Delaware Corporation with its principal place of business in Atlanta, Georgia, and all of its Affiliates (as defined in O.C.G.A. § 13-8-51(1)).
(c)“Confidential Information” means all information regarding the Company, its activities, businesses or customers which I learned as a result of my employment, that is valuable to the Company and that is not generally disclosed by practice or authority to persons not employed or otherwise engaged by the
Company, but that does not rise to the level of a Trade Secret. “Confidential Information” shall include, but is not limited to, financial plans and data; legal affairs; management planning information; business plans; acquisition plans; operational methods and technology; market studies; marketing plans or strategies; product development techniques or plans; customer lists; details of customer contracts; current and anticipated customer requirements and specifications; customer pricing and profitability data; past, current and planned research and development; employee-related information and new personnel acquisition plans. “Confidential Information” shall not include information that is or becomes generally available to the public by the act of one who has the right to disclose such information without violating any right or privilege of the
Company. However, although certain information may be generally known in the relevant industry, the fact that the Company uses such information may not be so known and in such instance the information would compromise Confidential Information. This definition shall not limit any definition of “confidential information” or any equivalent term under applicable state or federal law.
(d) “Protected Customers” means customers or actively sought potential customers (i) who I dealt with on behalf of the Company; (ii) whose dealings with the Company are or were coordinated or supervised by me; or (iii) about whom
I obtained Confidential Information as a result of my employment with the Company.
(e) “Protected Employee” means an employee of the Company who is employed by the Company at the time of any solicitation or attempted solicitation by me.
(f) “Restricted Competitors” means the companies and/or organizations listed on Attachment A to this Agreement, and incorporated herein by reference.
(g) “Restricted
Period” means during my employment with UPS and for a period of two (2) years after my employment ends for any reason.
(h) “Separation Pay” for purposes of this Agreement means (i) an amount equal to two (2) years of my base salary in effect at the time of my termination of employment, to be paid in accordance with the Company’s normal payroll practices, less all applicable federal, state and local taxes and other required withholdings; (ii) my continued vesting in the special, one-time grant of RSUs described in Paragraph 1(b)(ii) above; and (iii) payment of any unpaid Transition Payments described in Paragraph 1(b)(ii) above . For purposes of Separation Pay only, any unpaid Transition Payments will be paid on an equal monthly basis rather than as an annual lump sum payment, provided
that all such unpaid Transition Payments will be paid in full on or before June 30, 2020. I understand and agree, however, that the Company shall only be required to continue to pay me the base salary portion of my Separation Pay until the earlier of (A) twenty-four (24) months following the termination of my employment, (B) I accept a position (whether as an employee or otherwise) with another entity, subject to all applicable tax withholdings, or (C) I become qualified for disability payments. I further understand that I will not be eligible to continue to accrue additional benefits and/or additional vesting rights while receiving Separation Pay outside of those provided by the plan documents governing such benefits.
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(i) “Trade
Secret” means all of the Company’s information that I learned about as a result of my employment, without regard to form, including, but not limited to, technical or nontechnical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, product plans, distribution lists or a list of actual or potential customers, advertisers or suppliers, that (i) derives economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy. This definition shall not limit any definition of “trade secrets” or any equivalent term under applicable law.
3. DISCLOSURE AND USE OF CONFIDENTIAL INFORMATION AND TRADE SECRETS.
I agree that I will not, directly or indirectly, reveal, divulge, or disclose any Confidential Information or Trade Secrets to any Person not expressly authorized by the Company to receive such information. I further agree that I will not, directly or indirectly, use or make use of any Confidential Information or Trade Secrets in connection with any business activity other than business activity that I am pursuing on behalf of the Company. I acknowledge and agree that this Agreement is not intended to, and does not, alter either the Company’s rights or my obligations
under any state or federal statutory or common law regarding trade secrets and unfair trade practices. I also understand that nothing contained in this Agreement limits my ability to communicate with any federal, state or local governmental agency or commission (“Government Agencies”) or otherwise participate in any investigation or proceeding that may be conducted by any Government Agencies in connection with any charge or complaint, whether filed by me, on my behalf, or by any other individual. I additionally understand and agree that if I make a confidential disclosure of a Company Trade Secret (as defined in 18 U.S.C. § 1839) to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, I shall not be held liable under this Agreement or under any federal or state trade secret law for such a disclosure.
4. NON-SOLICITATION OF PROTECTED EMPLOYEES.
During the Restricted Period, I will not, without the prior written consent of the Company, directly or indirectly, solicit or induce or attempt to solicit or induce any Protected Employee to terminate his/her employment relationship with the Company or to enter into employment with me or any other person or entity.
5. NON-SOLICITATION OF PROTECTED CUSTOMERS.
During the Restricted Period, I will not, without the prior written consent of the
Company, directly or indirectly, solicit, divert, take away or attempt to solicit, divert or take away a Protected Customer for purposes of providing products and services that are competitive with those provided by the Company.
6. COVENANT NOT TO COMPETE.
During the Restricted Period, I will not, without the prior written consent of the Company, (a) work for a Restricted Competitor; (b) provide advice or consulting services to a Restricted Competitor; or (c) otherwise provide services to a Restricted Competitor that are similar to those services that I provided to the
Company and that are competitive with the transportation, delivery or logistics services provided by the Company during my employment. I understand and agree that this non-compete provision is limited to the geographic area where the Company did business during my employment.
7. ENFORCEMENT OF PROTECTIVE COVENANTS.
I acknowledge and agree that the covenants in Paragraphs 3-6 (“Protective Covenants”) are necessary to protect the Company’s legitimate business interests. In the event that I breach, or threaten to breach, the Protective Covenants,
I agree that the Company shall have the right and remedy to: (a) enjoin me, preliminarily and permanently (without the necessity of posting bond), from violating or threatening to violate the Protective Covenants because any breach or threatened breach of the Protective Covenants would cause irreparable injury to the Company and that money damages would not provide an adequate remedy; (b) require me to account for and pay over to the Company all compensation, profits, monies, or other benefits derived or received by me as the result of any breach of the Protective Covenants; and (c) require me to pay the reasonable attorneys’ fees and costs incurred by the
Company in enforcing the Protective Covenants.
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8.
SEVERABILITY / REFORMATION.
I acknowledge and agree that the Protective Covenants are reasonable in time, scope and all other respects and that they will be considered and construed as separate and independent covenants. Should any part or provision of any of the
Protective Covenants be held invalid, void or unenforceable in any court of competent jurisdiction, I understand and agree that such invalidity, voidness or unenforceability does not invalidate, void or otherwise render unenforceable any other part or provision of this Agreement. I further agree that, in the event any court of competent jurisdiction finds any of the Protective Covenants to be invalid or unenforceable (in whole or in part), the invalid or unreasonable term must be modified or redefined, or a new enforceable term provided, so that the Protective Covenants are enforceable to the fullest extent permitted by law.
9. TOLLING DURING LITIGATION.
I understand and agree that if I violate any of the Protective Covenants, the period of restriction applicable to each obligation violated will not run during
any litigation over such violation, provided that such litigation was initiated during the period of the restriction.
10. RETURN OF MATERIALS.
Immediately following the termination of my employment for any reason or upon request from the Company at any other time, I agree to return all materials, documents, and/or information in my possession or control relating to the Company without retaining any copies in either electronic or hard copy form. I also agree that following my termination for any reason, or upon request from the Company, I will return all
materials, documents, and/or information that I received or created in connection with my work as a Key Employee, including but not limited to Confidential Information and Trade Secrets. Such documents, materials and information shall include, without limitation, documents, materials, equipment, keys, credit cards, financial information, correspondence, computer equipment and data, and other documents and things belonging to the Company, including but not limited to Confidential Information and Trade Secrets.
11. AMENDMENT / ASSIGNMENT.
I understand and agree that this Agreement cannot be amended or modified unless such amendment or modification is made in writing and signed by me and a duly authorized representative of the
Company. I recognize that this Agreement is for personal services to be performed by me and, as a result, may not be assigned by me to any other Person. I further understand that the Company may assign this Agreement as required by the needs of the business.
12. GOVERNING LAW AND JURISDICTION.
I agree that, without regard to conflict of laws principles, the laws of the state of Georgia govern this Agreement in all respects. I further agree that the federal or state courts of Georgia have exclusive jurisdiction over any dispute relating to this Agreement and I specifically consent to personal jurisdiction in such courts, even if I no longer reside in Georgia at the time of any dispute arising out of or involving this Agreement.
13. WAIVER.
I acknowledge that any waiver by the Company of any breach of this Agreement by me shall not be effective unless confirmed in writing, and that no such waiver shall operate or be construed as a waiver of the same breach or another breach on a subsequent occasion.
14. AT-WILL EMPLOYMENT.
I understand that this Agreement does not create a contract of employment and that my employment relationship with the
Company remains at-will.
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15. DISCLOSURE OF AGREEMENT.
In the event that I leave the Company for any reason, I agree to disclose the existence and terms of this Agreement to any prospective employer, partner, co-venturer, investor or lender prior to entering into an employment, partnership or other business relationship with such prospective employer, partner, co-venturer, investor or lender.
16. ENTIRE
AGREEMENT.
This Agreement shall be construed as a whole according to its fair meaning. It shall not be construed strictly for or against me or the Company. There have been no offers or inducements regarding the making of this Agreement except as set out herein. This Agreement and the Award Agreement referenced above constitute the entire agreement and understanding between me and the Company relating to the subjects described in this Agreement.
