COMPANY'S TRADE SECRETS AND CONFIDENTIAL
INFORMATION RELATED TO ITS BUSINESS IN GENERAL, AND PV IN PARTICULAR, ARE UNIQUE
IN THE SOLAR POWER MARKETPLACE AND THAT EXECUTIVE WILL HAVE ACCESS TO, AND BE
REQUIRED TO KNOW AND USE, THE COMPANY'S HIGHLY PROPRIETARY INFORMATION ON A
DAY-TO-DAY BASIS IN HIS JOB WITH THE COMPANY.
ACCORDINGLY, EXECUTIVE
ACKNOWLEDGES AND AGREES THAT, SHOULD A COMPETITOR TO THE COMPANY GAIN ACCESS TO
THE INFORMATION EXECUTIVE WILL USE ON A DAY-TO-DAY BASIS WHILE EMPLOYED AT THE
COMPANY, THE COMPANY WOULD LOSE A SIGNIFICANT COMPETITIVE ADVANTAGE IN THE
MARKETPLACE.
6.
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 SUBSIDIARIES' 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 SUBSIDIARIES, WHETHER BEFORE OR AFTER THE DATE OF THIS AGREEMENT
("WORK PRODUCT"), BELONG TO THE COMPANY OR SUCH SUBSIDIARY.
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
6
ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS).
7.
NON-COMPETE, NON-SOLICITATION.
(A)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
SHOULD EXECUTIVE DEPART THE COMPANY AND BECOME ENGAGED BY A COMPETITOR WITHIN A
ONE (1) YEAR PERIOD FOLLOWING HIS DEPARTURE, EXECUTIVE WOULD BY NECESSITY
UTILIZE AND RELY UPON THE EXTENSIVE PROPRIETARY INFORMATION, CONFIDENTIAL
INFORMATION AND TRADE SECRETS, RELATED TO THE BUSINESS, THAT EXECUTIVE WAS
REQUIRED TO KNOW, AND USE, ON A DAY-TO-DAY BASIS WHILE EMPLOYED BY THE COMPANY.
EXECUTIVE ALSO ACKNOWLEDGES THAT, DURING THE COURSE OF HIS EMPLOYMENT WITH THE
COMPANY AND ITS SUBSIDIARIES, HE SHALL BECOME INTIMATELY FAMILIAR WITH THE
COMPANY'S TRADE SECRETS AND WITH OTHER CONFIDENTIAL INFORMATION CONCERNING THE
COMPANY AND ITS SUBSIDIARIES AND THAT HIS SERVICES SHALL BE OF SPECIAL, UNIQUE
AND EXTRAORDINARY VALUE TO THE COMPANY AND ITS SUBSIDIARIES.
THEREFORE,
EXECUTIVE AGREES THAT, DURING THE EMPLOYMENT PERIOD AND FOR ONE (1) YEAR
THEREAFTER (THE "NONCOMPETE PERIOD"), HE SHALL NOT DIRECTLY OR INDIRECTLY OWN
ANY INTEREST IN, OR, IN A BUSINESS CAPACITY, MANAGE, CONTROL, PARTICIPATE IN,
CONSULT WITH, RENDER SERVICES FOR, BE EMPLOYED BY, OR IN ANY MANNER ENGAGE IN,
ANY BUSINESS OR ENTITY COMPETING WITH THE BUSINESSES OF THE COMPANY OR ITS
SUBSIDIARIES AS SUCH BUSINESSES EXIST OR ARE IN PROCESS DURING THE EMPLOYMENT
PERIOD OR ON THE DATE OF THE TERMINATION OF THE EMPLOYMENT PERIOD, WITHIN ANY
GEOGRAPHICAL AREA IN WHICH THE COMPANY OR ITS SUBSIDIARIES ENGAGE IN SUCH
BUSINESS, OR ACTIVELY PLAN TO ENGAGE IN SUCH BUSINESSES, AT THE TIME OF
EXECUTIVE'S