Exhibit
10.24


 


PROPRIETARY
INFORMATION, CONFIDENTIALITY AND INVENTIONS AGREEMENT


 


To:                    HITTITE MICROWAVE CORPORATION


12 Elizabeth Drive


Chelmsford, Massachusetts
01824       As of May 4, 2004


 


I, the undersigned, in
consideration of and as a condition of my employment by Hittite Microwave
Corporation (the “Company”), and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, hereby agree as
follows:


 


1. CONFIDENTIALITY. I agree
to keep confidential, except as the Company may otherwise consent in writing,
and, as may be necessary in the ordinary course of performing my duties to the
Company, not to disclose or make any use of at any time either during or
subsequent to my employment, any Inventions (as hereinafter defined), trade
secrets, confidential information, knowledge, data or other information of the
Company relating to products, processes, know-how, designs, formulas, test
data, customer lists, business plans, marketing plans and strategies, pricing
strategies, or other subject matter pertaining to any business of the Company
or any of its affiliates or confidential or proprietary information of any
third parties subject to a duty on the part of the Company to maintain the
confidentiality of such information, which I may produce, obtain, or otherwise
acquire during the course of my employment, except as herein provided. I
further agree not to deliver, reproduce or in any way allow any such trade
secrets, confidential information, knowledge, data or other information or any
documentation relating thereto, to be delivered to or used by any third parties
without specific direction or consent of a duly authorized representative of
the Company.


 


2. CONFLICTING EMPLOYMENT;
RETURN OF CONFIDENTIAL MATERIAL. I agree that during my employment with the
Company I will not engage in any other employment, occupation, consulting or
other activity relating to the business in which the Company is now or may
hereafter become engaged, or which would otherwise conflict with my obligations
to the Company. In the event my employment with the Company terminates for any
reason whatsoever, I agree to promptly surrender and deliver to the Company all
records, materials, equipment, drawings, documents and data which I may obtain
or produce during the course of my employment, and I further agree that I will
not take with me any description


 

















 


containing or pertaining to any confidential
information, knowledge or data of the Company which I may produce or obtain
during the course of my employment.


 


3. ASSIGNMENT OF INVENTIONS.


 


3.1 I hereby acknowledge and
agree that the Company is the owner of all Inventions (as hereinafter defined).
In order to protect the Company’s rights to such Inventions, by executing this
Agreement I hereby irrevocably assign to the Company all my right, title and
interest in and to all Inventions.


 


3.2 For purposes of this
Agreement, “Inventions” shall mean all discoveries, processes, designs,
technologies, devices, or improvements in any of the foregoing or other ideas,
whether or not patentable and whether or not reduced to practice, made or
conceived by me (whether solely or jointly with others) during the period of my
employment with the Company which relate in any manner to the actual or demonstrably
anticipated business, work, or research and development of the Company, or
result from or are suggested by any tasks assigned to me or any work performed
by me for or on behalf of the Company.


 


3.3 Any discovery, process,
design, technology, device, or improvement in any of the foregoing or other
ideas, whether or not patentable and whether or not reduced to practice, made
or conceived by me (whether solely or jointly with others) which I develop
entirely on my own time not using any of the Company’s equipment, supplies,
facilities, or trade secret information (“Personal Invention”) is excluded from
this Agreement provided such Personal Invention (a) does not relate to the
actual or demonstrably anticipated business, research and development of the
Company; and (b) does not result, directly or indirectly, from any work
performed by me for the Company.


 


4. DISCLOSURE OF INVENTIONS.
I agree that in connection with any Invention, I will promptly disclose such
Invention to my immediate superior at the Company in order to permit the
Company to enforce its property rights to such Invention in accordance with
this Agreement. My disclosure shall be received in confidence by the Company.


 


5. PATENTS AND COPYRIGHTS:
EXECUTION OF DOCUMENTS.


 


5.1 Upon request, I agree to
assist the Company or its nominee (at its expense) during and at any time
subsequent to my employment in every reasonable way to obtain for its own
benefit patents and copyrights for Inventions in any and all countries. Such
patents and copyrights shall be and remain the sole and exclusive property of
the Company or its nominee. I agree to perform such lawful acts as the Company
deems to be necessary to allow it to exercise all right, title and interest in
and to such patents and copyrights.


 


5.2 In connection with this
Agreement, I agree to execute, acknowledge


 


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and deliver to the Company or its nominee
upon request and at its expense all documents, including assignments of title,
patent or copyright applications, assignments of such applications, assignments
of patents or copyrights upon issuance, as the Company may determine necessary
or desirable to protect the Company’s or its nominee’s interest in Inventions,
and/or to use in obtaining patents or copyrights in any and all countries and
to vest title thereto in the Company or its nominee to any of the foregoing.


 


6. MAINTENANCE OF RECORDS. I
agree to keep and maintain adequate and current written records of all
Inventions made by me (in the form of notes, sketches, drawings and other
records as may be specified by the Company), which records shall be available
to and remain the sole property of the Company at all times.


 


7. PRIOR INVENTIONS. It is
understood that all Personal Inventions, if any, whether patented or
unpatented, which I made prior to my employment by the Company, are excluded
from this Agreement. To preclude any possible uncertainty, I have set forth on
Schedule A attached hereto a complete list of all of my prior Personal
Inventions, including numbers of all patents and patent applications and a
brief description of all unpatented Personal Inventions which are not the
property of a previous employer. I represent and covenant that the list is
complete and that, if no items are on the list, I have no such prior Personal
Inventions. I agree to notify the Company in writing before I make any disclosure
or perform any work on behalf of the Company which appears to threaten or
conflict with proprietary rights I claim in any Personal Invention. In the
event of my failure to give such notice, I agree that I will make no claim
against the Company with respect to any such Personal Invention.


 


8. OTHER OBLIGATIONS. I
acknowledge that the Company from time to time may have agreements with other
persons or with the U.S. Government or agencies thereof, which impose
obligations or restrictions on the Company regarding Inventions made during the
course of work thereunder or regarding the confidential nature of such work. I
agree to be bound by all such obligations and restrictions and to take all
action necessary to discharge the Company’s obligations.


 


9. TRADE SECRETS OF OTHERS.
I represent that my performance of all the terms of this Agreement and as an
employee of the Company does not and will not breach any agreement to keep
confidential proprietary information, knowledge or data acquired by me in
confidence or in trust prior to my employment with the Company or any other
agreement with any previous employer or other party, and I will not disclose to
the Company, or induce the Company to use, any confidential or proprietary
information or material belonging to any previous employer or others. I agree
not to enter into any agreement either written or oral in conflict herewith.


 


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10. Without limiting the
remedies available to the Company, I acknowledge that a breach of any of the
terms of this Agreement could result in irreparable injury to the Company for
which there might be no adequate remedy at law and that, in the event of such a
breach or threat thereof, the Company shall be entitled to obtain a temporary
restraining order and/or a preliminary injunction and a permanent injunction
restraining me from engaging in any activities prohibited by this Agreement or
such other equitable relief as may be required to enforce specifically any of
the covenants of this Agreement.


 


11. MODIFICATION. I agree
that any subsequent change or changes in my employment duties, salary or
compensation or, if applicable, in any Employment Agreement between the Company
and me, shall not affect the validity or scope of this Agreement.


 


12. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon my heirs, executors, administrators or
other legal representatives and is for the benefit of the Company, its
successors and assigns.


 


13. INTERPRETATION. IT IS
THE INTENT OF THE PARTIES THAT in case any one or more of the provisions
contained in this Agreement shall, for any reason, be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect the other provisions of this Agreement, and
this Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. MOREOVER, IT IS THE INTENT OF THE
PARTIES THAT in case any one or more of the provisions contained in this
Agreement shall for any reason be held to be excessively broad as to


duration, geographical scope, activity or
subject, such provision shall be construed by dating and reducing it in
accordance with a judgment of a court of competent jurisdiction, so as to be
enforceable to the extent compatible with applicable law.


 


14. WAIVERS. If either party
should waive any breach of any provision of this Agreement, he or it shall not
thereby be deemed to have waived any preceding or succeeding breach of the same
or any other provision of this Agreement.


 


15. COMPLETE AGREEMENT,
AMENDMENTS. I acknowledge receipt of this Agreement, and agree that with
respect to the subject matter thereof it is my entire agreement with the
Company, superseding any previous oral or written communications,
representations, understandings, or agreements with the Company or any officer
or representative thereof. I understand and acknowledge that this Agreement is
an agreement of proprietary information, confidentiality and inventions, and
that this is not a contract for any term of employment and does not modify the
at-will status of the employment relationship. I further acknowledge that this
Agreement creates no contractual terms of employment other than those
specifically enumerated herein. Any amendment to this Agreement or waiver by
either party of any right hereunder shall be effective only if


 


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evidenced by a written instrument executed by
the parties hereto, and, in the case of the Company, upon written authorization
of the Company’s Board of Directors.


 


16. HEADINGS. The headings
of the sections hereof are inserted for convenience only and shall not be
deemed to constitute a part hereof nor to affect the meaning thereof.


 


17. COUNTERPARTS. This
Agreement may be signed in two counterparts, each of which shall be deemed an
original and both of which shall together constitute one agreement.


 


18. GOVERNING LAW. This
Agreement shall be governed and construed under Massachusetts Law.


 


	
   

  	
  EMPLOYEE

  
	
   

  	
   

  
	
   

  	
  /s/ BRIAN JABLONSKI

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Accepted and Agreed:

  
	
   

  	
   

  
	
   

  	
  HITTITE MICROWAVE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ WILLIAM SYLVANOWICZ

  	
   

  
	
   

  	
   

  	
  Duly Authorized

  
					



 


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