DIRECTORS, REPRESENTATIVES,
EMPLOYEES OR AGENTS.
E.
COVENANT NOT TO COMPETE.
MR. IMBRIANI HEREBY COVENANTS AND
AGREES THAT DURING THE TRANSITION PERIOD, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY, HE SHALL NOT ENGAGE, DIRECTLY OR INDIRECTLY, IN A COMPETITIVE
ACTIVITY EITHER FOR HIS OWN BENEFIT OR AS AN OFFICER, DIRECTOR, SHAREHOLDER (OF
MORE THAN ONE PERCENT), PARTNER, PROPRIETOR, EMPLOYEE, AGENT, CONSULTANT, OR
INDEPENDENT CONTRACTOR OF ANY PERSON.
TO THE EXTENT THAT THE COVENANT PROVIDED
FOR IN THIS SECTION 4.E. MAY LATER BE DEEMED BY A COURT TO BE TOO BROAD TO BE
ENFORCED WITH RESPECT TO ITS DURATION OR WITH RESPECT TO ANY PARTICULAR ACTIVITY
OR GEOGRAPHIC AREA, THE COURT MAKING SUCH DETERMINATION SHALL HAVE THE POWER TO
REDUCE THE DURATION OR SCOPE OF THE PROVISION, AND TO ADD OR DELETE SPECIFIC
WORDS OR PHRASES TO OR FROM THE PROVISION.
THE PROVISION AS MODIFIED SHALL THEN
BE ENFORCED.
F.
INVENTIONS AND PATENTS.
MR. IMBRIANI AGREES THAT ALL WORK
PRODUCT BELONGS TO THE COMPANY.
MR. IMBRIANI WILL PROMPTLY DISCLOSE SUCH WORK
PRODUCT TO THE BOARD AND PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD
(WHETHER DURING OR AFTER THE EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM SUCH
OWNERSHIP (INCLUDING, WITHOUT LIMITATION, THE EXECUTION AND DELIVERY OF
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS) AND TO PROVIDE
REASONABLE ASSISTANCE TO THE COMPANY IN CONNECTION WITH THE PROSECUTION OF ANY
APPLICATIONS FOR PATENTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS OR REISSUES
THEREOF OR IN THE PROSECUTION OR DEFENSE OF INTERFERENCES RELATING TO ANY WORK
PRODUCT.
G.
COVENANT REGARDING SOLICITATION.
MR. IMBRIANI COVENANTS AND
AGREES THAT DURING THE TRANSITION PERIOD, EXCEPT AS EXPRESSLY PROVIDED HEREIN,
MR. IMBRIANI WILL NOT, DIRECTLY OR INDIRECTLY, EITHER FOR HIMSELF OR FOR ANY
OTHER PERSON (I) SOLICIT ANY EMPLOYEE OR CONSULTANT OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO TERMINATE HIS OR HER EMPLOYMENT OR
5
CONSULTING RELATIONSHIP WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES; (II) EMPLOY
ANY EMPLOYEE OR CONSULTANT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES DURING THE
PERIOD OF HIS OR HER EMPLOYMENT OR CONSULTING RELATIONSHIP WITH THE COMPANY OR
ANY OF ITS SUBSIDIARIES (UNTIL AT LEAST 12 MONTHS HAVE TRANSPIRED SINCE THE
INDIVIDUAL LEFT THE EMPLOY OF THE COMPANY OR ANY OF IT SUBSIDIARIES); (III)
SOLICIT ANY CUSTOMER OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO PURCHASE OR
DISTRIBUTE INFORMATION, PRODUCTS OR SERVICES OF OR ON BEHALF OF MR. IMBRIANI OR
SUCH OTHER PERSON THAT ARE COMPETITIVE WITH THE INFORMATION, PRODUCTS OR
SERVICES PROVIDED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES; OR (IV) TAKE ANY
ACTION THAT MAY CAUSE MATERIAL INJURY TO THE RELATIONSHIPS BETWEEN THE COMPANY
OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR EMPLOYEES AND ANY LESSOR, LESSEE,
VENDOR, SUPPLIER, CUSTOMER, DISTRIBUTOR, EMPLOYEE, CONSULTANT OR OTHER BUSINESS
ASSOCIATE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES AS SUCH RELATIONSHIP RELATES
TO THE COMPANY'S OR ANY OF ITS SUBSIDIARIES' CONDUCT OF THEIR BUSINESS.
SECTION 5.
DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT.
Mr. Imbriani shall deliver to the