THE COMPANY OR ANY SUBSIDIARY WHICH HE MAY
THEN POSSESS OR HAVE UNDER HIS CONTROL.
12.
INVENTIONS AND PATENTS.
THE EXECUTIVE HEREBY ASSIGNS TO THE
COMPANY ALL RIGHT,-TITLE AND INTEREST TO ALL PATENTS AND PATENT APPLICATIONS,
ALL INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS,
ANALYSES, DRAWINGS, REPORTS AND ALL SIMILAR OR RELATED INFORMATION (IN EACH CASE
WHETHER OR NOT PATENTABLE), ALL COPYRIGHTS AND COPYRIGHTABLE WORKS, ALL TRADE
SECRETS, CONFIDENTIAL INFORMATION AND KNOW-HOW, AND ALL OTHER INTELLECTUAL
PROPERTY RIGHTS THAT ARE CONCEIVED, REDUCED TO PRACTICE, DEVELOPED OR MADE BY
THE EXECUTIVE WHILE EMPLOYED BY THE COMPANY AND ITS SUBSIDIARIES AND THAT (I)
RELATE TO THE COMPANY'S OR ANY SUBSIDIARY'S ACTUAL OR ANTICIPATED BUSINESS,
RESEARCH AND DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR SERVICES; OR (II) ARE
CONCEIVED, REDUCED TO PRACTICE, DEVELOPED OR MADE USING ANY MATERIAL EQUIPMENT,
SUPPLIES, FACILITIES, ASSETS OR RESOURCES OF THE COMPANY OR ANY SUBSIDIARY
(INCLUDING BUT NOT LIMITED TO ANY INTELLECTUAL PROPERTY RIGHTS) ("WORK
PRODUCT").
THE EXECUTIVE SHALL PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE BOARD
AND PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING HIS
EMPLOYMENT WITH THE COMPANY OR AT ANY TIME THEREAFTER) TO ESTABLISH AND CONFIRM
THE COMPANY'S OWNERSHIP (INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS, CONSENTS,
POWERS OF ATTORNEY, APPLICATIONS AND OTHER INSTRUMENTS).
13.
NONCOMPETITION.
IN FURTHER CONSIDERATION OF THE COMPENSATION TO
BE PAID TO THE EXECUTIVE HEREUNDER, THE EXECUTIVE ACKNOWLEDGES THAT IN THE
COURSE OF HIS EMPLOYMENT WITH THE COMPANY HE HAS BECOME AND SHALL BECOME
FAMILIAR WITH THE COMPANY'S TRADE SECRETS AND WITH OTHER CONFIDENTIAL
INFORMATION CONCERNING THE COMPANY AND ITS SUBSIDIARIES AND THAT HIS SERVICES
HAVE BEEN AND SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY
AND ITS SUBSIDIARIES.
THEREFORE, THE EXECUTIVE AGREES THAT, DURING THE
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND FOR SIX (6) MONTHS THEREAFTER
(COLLECTIVELY THE "NONCOMPETE PERIOD"), HE SHALL NOT, WITHOUT PRIOR EXPRESS
WRITTEN CONSENT OF THE BOARD, DIRECTLY OR INDIRECTLY (WHETHER FOR COMPENSATION
OR OTHERWISE) OWN OR HOLD ANY INTEREST IN, MANAGE, OPERATE, CONTROL, PARTICIPATE
IN, CONSULT WITH, RENDER SERVICES FOR, OR IN ANY MANNER PARTICIPATE IN ANY
BUSINESS ENGAGED IN ANY OF THE BUSINESSES OR SERVICES PROVIDED BY THE COMPANY OR
ITS SUBSIDIARIES DURING THE EMPLOYMENT WITH THE COMPANY OR THE NONCOMPETE PERIOD
(A "COMPETING COMPANY") OR OTHERWISE COMPETING
8
WITH THE BUSINESSES OF THE COMPANY OR ITS SUBSIDIARIES, EITHER AS A GENERAL OR
LIMITED PARTNER, PROPRIETOR, COMMON OR PREFERRED SHAREHOLDER, OFFICER, DIRECTOR,
AGENT, EMPLOYEE, CONSULTANT, TRUSTEE, AFFILIATE OR OTHERWISE.
THE EXECUTIVE
ACKNOWLEDGES THAT THE COMPANY'S AND ITS AFFILIATES' BUSINESSES ARE CONDUCTED
NATIONALLY AND INTERNATIONALLY AND AGREES THAT THE PROVISIONS IN THIS SECTION 13
SHALL OPERATE THROUGHOUT THE UNITED STATES AND THE WORLD.
NOTHING HEREIN SHALL
PROHIBIT THE EXECUTIVE FROM BEING A PASSIVE OWNER OF NOT MORE THAN FIVE PERCENT
(5%) OF THE OUTSTANDING SECURITIES OF ANY PUBLICLY TRADED COMPANY THAT
CONSTITUTES A COMPETING COMPANY, SO LONG AS THE EXECUTIVE HAS NO ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH COMPANY.
14.
NON-SOLICITATION.
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY AND FOR TWELVE