INVESTIGATIVE BODY IN
ACCORDANCE WITH ANY APPLICABLE STATUTE, RULE OR REGULATION (BUT ONLY TO THE
EXTENT ANY SUCH DISCLOSURE IS COMPELLED, AND NO FURTHER).
ON THE OCCASION OF
THE EXECUTIVE'S TERMINATION AS AN EMPLOYEE OF THE COMPANY, OR AT ANY TIME THE
COMPANY MAY SO REQUEST, THE EXECUTIVE WILL RETURN TO THE COMPANY ALL TANGIBLE
EMBODIMENTS (IN WHATEVER MEDIUM) RELATING TO CONFIDENTIAL INFORMATION THAT HE
MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
OWNERSHIP OF DEVELOPMENTS.
THE EXECUTIVE AGREES THAT THE COMPANY SHALL
OWN ALL RIGHT, TITLE AND INTEREST (INCLUDING PATENT RIGHTS, COPYRIGHTS, TRADE
SECRET RIGHTS, MASK
8
WORK RIGHTS AND OTHER RIGHTS THROUGHOUT THE WORLD) IN ANY INVENTIONS, WORKS OF
AUTHORSHIP, MASK WORKS, IDEAS OR INFORMATION MADE OR CONCEIVED OR REDUCED TO
PRACTICE, IN WHOLE OR IN PART, BY THE EXECUTIVE (EITHER ALONE OR WITH OTHERS)
DURING THE EMPLOYMENT PERIOD (COLLECTIVELY "DEVELOPMENTS"); PROVIDED THAT THE
COMPANY SHALL NOT OWN DEVELOPMENTS FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY OR
CONFIDENTIAL INFORMATION OF THE COMPANY WAS USED, AND WHICH WERE DEVELOPED
ENTIRELY ON THE EXECUTIVE'S TIME AND DO NOT RELATE TO THE BUSINESS OF THE
COMPANY.
SUBJECT TO THE FOREGOING, THE EXECUTIVE WILL PROMPTLY AND FULLY
DISCLOSE TO THE COMPANY, OR ANY PERSONS DESIGNATED BY IT, ANY AND ALL
DEVELOPMENTS MADE OR CONCEIVED OR REDUCED TO PRACTICE OR LEARNED BY THE
EXECUTIVE, EITHER ALONE OR JOINTLY WITH OTHERS DURING THE EMPLOYMENT PERIOD.
THE EXECUTIVE HEREBY ASSIGNS ALL RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL
OF THESE DEVELOPMENTS TO THE COMPANY.
THE EXECUTIVE SHALL FURTHER ASSIST THE
COMPANY, AT THE COMPANY'S EXPENSE, TO FURTHER EVIDENCE, RECORD AND PERFECT SUCH
ASSIGNMENTS, AND TO PERFECT, OBTAIN, MAINTAIN, ENFORCE, AND DEFEND ANY RIGHTS
SPECIFIED TO BE SO OWNED OR ASSIGNED.
THE EXECUTIVE HEREBY IRREVOCABLY
DESIGNATES AND APPOINTS THE COMPANY AND ITS AGENTS AS ATTORNEYS-IN-FACT TO ACT
FOR AND ON THE EXECUTIVE'S BEHALF TO EXECUTE AND FILE ANY DOCUMENT AND TO DO ALL
OTHER LAWFULLY PERMITTED ACTS TO FURTHER THE PURPOSES OF THE FOREGOING WITH THE
SAME LEGAL FORCE AND EFFECT AS IF EXECUTED BY THE EXECUTIVE.
IN ADDITION, AND
NOT IN CONTRAVENTION OF ANY OF THE FOREGOING, THE EXECUTIVE ACKNOWLEDGES THAT
ALL ORIGINAL WORKS OF AUTHORSHIP WHICH ARE MADE BY HIM (SOLELY OR JOINTLY WITH
OTHERS) WITHIN THE SCOPE OF THE EMPLOYMENT RELATIONSHIP AND WHICH ARE
PROTECTABLE BY COPYRIGHT ARE "WORKS MADE FOR HIRE," AS THAT TERM IS DEFINED IN
THE UNITED STATES COPYRIGHT ACT (17 USCA, § 101).
(C)
NON-COMPETITION.
DURING THE EMPLOYMENT PERIOD AND THE CONTINUATION
PERIOD, THE EXECUTIVE SHALL NOT, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE
BOARD, DIRECTLY OR INDIRECTLY, OWN ANY INTEREST IN, OPERATE, JOIN, CONTROL OR
PARTICIPATE AS A PARTNER, DIRECTOR, PRINCIPAL, OFFICER, OR AGENT OF, ENTER INTO
THE EMPLOYMENT OF, ACT AS A CONSULTANT TO, OR PERFORM ANY SERVICES FOR ANY
ENTITY LISTED ON APPENDIX A OR ANY AFFILIATE OR SUCCESSOR THEREOF OR ANY OTHER
ENTITIES AS THE COMPANY AND THE EXECUTIVE SHALL AGREE FROM TIME TO TIME.
(D)
NON-SOLICITATION OF EMPLOYEES.
DURING