WITH THE USE
OF ANY RESOURCES OF ANY MEMBER OF THE COMPANY GROUP AND/OR WITHIN THE SCOPE OF
SUCH EMPLOYMENT OR ENGAGEMENT AND/OR RELATE TO THE BUSINESS OR OPERATIONS, OR
ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES (COLLECTIVELY, THE "COMPANY WORKS"), THEN EXECUTIVE
SHALL PROMPTLY AND FULLY DISCLOSE SUCH COMPANY WORKS TO THE COMPANY.
ANY
COPYRIGHTABLE WORK FALLING WITHIN THE DEFINITION OF
COMPANY WORKS SHALL BE
DEEMED A "WORK MADE FOR HIRE" AS SUCH TERM IS DEFINED IN 17 U.S.C. SECTION 101.
EXECUTIVE HEREBY (I) IRREVOCABLY ASSIGNS, TRANSFERS AND CONVEYS, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ALL RIGHT, TITLE AND INTEREST IN AND TO THE
COMPANY WORKS ON A WORLDWIDE BASIS (INCLUDING RIGHTS UNDER PATENT, COPYRIGHT,
TRADEMARK, TRADE SECRET, UNFAIR COMPETITION AND RELATED LAWS) TO THE COMPANY OR
SUCH OTHER PERSON AS THE COMPANY SHALL DESIGNATE, TO THE EXTENT OWNERSHIP OF ANY
SUCH RIGHTS DOES NOT AUTOMATICALLY VEST IN THE COMPANY UNDER APPLICABLE LAW, AND
(II) WAIVES ANY MORAL RIGHTS THEREIN TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW.
EXECUTIVE AGREES THAT HE SHALL NOT USE ANY COMPANY WORKS FOR
EXECUTIVE'S PERSONAL BENEFIT, THE BENEFIT OF A COMPETITOR, OR FOR THE BENEFIT OF
ANY OTHER PERSON OR ENTITY OTHER THAN THE COMPANY GROUP.
EXECUTIVE AGREES TO
EXECUTE ANY FURTHER DOCUMENTS AND TAKE ANY FURTHER ACTIONS REASONABLY REQUESTED
BY THE COMPANY, AT THE SOLE COST AND EXPENSE OF THE COMPANY, TO ASSIST IT IN
VALIDATING, EFFECTUATING, MAINTAINING, PROTECTING, ENFORCING, PERFECTING,
RECORDING, PATENTING OR REGISTERING ANY OF ITS RIGHTS HEREUNDER.
11.
NON-COMPETITION; NON-SOLICITATION; NON-DISPARAGEMENT.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE COMPANY GROUP WOULD BE IRREPARABLY HARMED IF
EXECUTIVE WERE TO (I) ENGAGE IN COMPETITION WITH THE ANY MEMBER OF THE
COMPANY GROUP WITHIN THE RESTRICTED TIME PERIODS AND GEOGRAPHICAL AREAS SET
FORTH HEREIN, (II) SOLICIT EMPLOYEES, OR (III) OTHERWISE INDUCE ANY SUPPLIER,
VENDOR, LICENSEE, DISTRIBUTOR, CONTRACTOR OR OTHER BUSINESS RELATION OF THE ANY
MEMBER OF THE COMPANY GROUP TO CEASE DOING BUSINESS WITH, OR MATERIALLY ALTER
ITS BUSINESS RELATIONSHIP WITH ANY MEMBER OF THE COMPANY GROUP.
EXECUTIVE
FURTHER
7
ACKNOWLEDGES AND AGREES THAT THE COVENANTS SET FORTH IN SECTION 10 AND IN THIS
SECTION 11 REPRESENT REASONABLE MEASURES TO PROTECT THE BUSINESS INTERESTS,
INCLUDING THE COMPANY CONFIDENTIAL INFORMATION, OF THE COMPANY GROUP.
(A)
IN FURTHER CONSIDERATION OF THE GRANTING OF THE COMPANY'S
UNDERTAKINGS SET FORTH HEREIN, EXECUTIVE AGREES THAT:
(I)
DURING THE PERIOD BEGINNING ON THE SEPARATION DATE AND ENDING ON
THE FIRST ANNIVERSARY OF THE SEPARATION DATE (THE "NON-COMPETITION PERIOD"),
EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY ENGAGE IN, AND SHALL CAUSE ANY PERSON
CONTROLLED BY EXECUTIVE NOT TO ENGAGE IN, COMPETITION.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY CONTAINED HEREIN, EXECUTIVE SHALL NOT BE PROHIBITED FROM OWNING
UP TO ONE PERCENT OF THE OUTSTANDING EQUITY SECURITIES OF A PERSON THAT IS
ENGAGED IN COMPETITION AND THAT IS PUBLICLY TRADED ON A NATIONAL SECURITIES
EXCHANGE OR IN THE OVER THE COUNTER MARKET SO LONG AS EXECUTIVE, OTHER THAN WITH
RESPECT TO SUCH OWNERSHIP, SHALL