BE PERMITTED TO USE OR REFER TO ANY SUCH MATERIALS IN THE PERFORMANCE
OF EXECUTIVE'S DUTIES HEREUNDER.
7.
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS.
EXECUTIVE
ACKNOWLEDGES THAT ALL DISCOVERIES, CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS,
IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS,
PATENT APPLICATIONS, COPYRIGHTABLE WORK AND MASK WORK (WHETHER OR NOT INCLUDING
ANY CONFIDENTIAL INFORMATION) AND ALL REGISTRATIONS OR APPLICATIONS RELATED
THERETO, ALL OTHER PROPRIETARY INFORMATION AND ALL SIMILAR OR RELATED
INFORMATION (WHETHER OR NOT PATENTABLE) WHICH RELATE TO THE COMPANY'S OR ANY OF
ITS AFFILIATES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR
EXISTING OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED, DEVELOPED OR
MADE BY EXECUTIVE (WHETHER ALONE OR JOINTLY WITH OTHERS) WHILE EMPLOYED BY THE
COMPANY AND ITS AFFILIATES, WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT
("WORK PRODUCT"), BELONG TO THE COMPANY OR SUCH AFFILIATE.
EXECUTIVE SHALL
PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE BOARD AND, AT THE COMPANY'S EXPENSE,
PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING OR AFTER
THE EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS).
8.
NON-COMPETE, NON-SOLICITATION.
(A)
IN FURTHER CONSIDERATION OF THE COMPENSATION TO BE PAID TO
EXECUTIVE HEREUNDER, EXECUTIVE ACKNOWLEDGES THAT DURING THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY AND ITS AFFILIATES HE SHALL BECOME FAMILIAR WITH THE
COMPANY'S TRADE SECRETS AND WITH OTHER CONFIDENTIAL INFORMATION AND THAT HIS
SERVICES SHALL
BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND
ITS AFFILIATES, AND THEREFORE, EXECUTIVE AGREES THAT, DURING THE EMPLOYMENT
PERIOD AND FOR TWO YEARS THEREAFTER (THE "NONCOMPETE PERIOD"), HE SHALL NOT
DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN, MANAGE, CONTROL, PARTICIPATE IN,
CONSULT WITH, RENDER SERVICES FOR, BE EMPLOYED IN AN EXECUTIVE, MANAGERIAL OR
ADMINISTRATIVE CAPACITY BY, OR IN ANY MANNER ENGAGE IN ANY BUSINESS COMPETING
WITH THE BUSINESSES OF THE COMPANY OR ITS AFFILIATES, AS SUCH BUSINESSES EXIST
OR ARE IN PROCESS DURING THE EMPLOYMENT PERIOD OR ON THE DATE OF THE TERMINATION
OR EXPIRATION OF THE EMPLOYMENT PERIOD, WITHIN ANY GEOGRAPHICAL AREA IN WHICH
THE COMPANY OR ITS AFFILIATES ENGAGE OR, SOLELY WITH RESPECT TO GEOGRAPHICAL
AREAS WITH RESPECT TO WHICH THE COMPANY HAS INVESTED AT LEAST $500,000 IN, PLAN
TO ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN SHALL PROHIBIT EXECUTIVE FROM
BEING A PASSIVE OWNER OF NOT MORE THAN 2% OF THE OUTSTANDING STOCK OF ANY CLASS
OF A CORPORATION WHICH IS PUBLICLY TRADED, SO LONG AS EXECUTIVE HAS NO ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY
THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF
THE COMPANY OR ANY AFFILIATE TO LEAVE THE EMPLOY OF THE COMPANY OR SUCH
AFFILIATE, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY OR
ANY AFFILIATE AND ANY EMPLOYEE THEREOF, (II) HIRE ANY
8
PERSON (OTHER THAN EXECUTIVE'S SECRETARY) WHO WAS AN EMPLOYEE OF THE COMPANY OR
ANY AFFILIATE AT ANY TIME DURING THE EMPLOYMENT