HIS OR HER EMPLOYMENT WITH THE COMPANY, ITS
SUBSIDIARIES AND/OR AFFILIATES, (I) UPON A TERMINATION OF EXECUTIVE'S EMPLOYMENT
BY THE COMPANY FOR ANY REASON OTHER THAN FOR CAUSE, SHALL APPLY FOR A PERIOD OF
NINE (9) MONTHS FOLLOWING SUCH TERMINATION, OR (II) IF EXECUTIVE TERMINATES HIS
OR HER EMPLOYMENT HEREUNDER, APPLY FOR A PERIOD OF TWELVE (12) MONTHS FOLLOWING
SUCH TERMINATION.
(I)
NON-SOLICITATION OF CUSTOMERS.
DURING EXECUTIVE'S EMPLOYMENT
HEREUNDER AND FOR A PERIOD OF TWELVE (12) MONTHS THEREAFTER, EXECUTIVE SHALL NOT
SOLICIT ANY CUSTOMERS OF THE COMPANY OR ENCOURAGE (REGARDLESS OF WHO INITIATES
THE CONTACT) ANY SUCH CUSTOMERS TO USE THE FACILITIES OR SERVICES OF ANY
COMPETITOR OF THE COMPANY.
FOR THE PURPOSES OF THIS SUBSECTION, "CUSTOMERS"
MEANS ANY PERSONS OR ENTITIES THAT PURCHASED PRODUCTS OR SERVICES FROM THE
COMPANY WITHIN TWELVE (12) CALENDAR MONTHS OF THE TERMINATION OF EXECUTIVE'S
EMPLOYMENT.
(J)
PROPRIETARY RIGHTS; ASSIGNMENT.
ALL EMPLOYEE DEVELOPMENTS
(DEFINED BELOW) SHALL BE CONSIDERED WORKS MADE FOR HIRE BY EXECUTIVE FOR THE
COMPANY OR, AS APPLICABLE, ITS SUBSIDIARIES OR AFFILIATES, AND EXECUTIVE AGREES
THAT ALL RIGHTS OF ANY KIND IN ANY EMPLOYEE DEVELOPMENTS BELONG EXCLUSIVELY TO
THE COMPANY.
IN ORDER TO PERMIT THE COMPANY TO EXPLOIT SUCH EMPLOYEE
DEVELOPMENTS, EXECUTIVE SHALL PROMPTLY AND FULLY REPORT ALL SUCH EMPLOYEE
DEVELOPMENTS TO THE COMPANY.
EXCEPT IN FURTHERANCE OF HIS OR HER OBLIGATIONS AS
AN EMPLOYEE OF THE COMPANY, EXECUTIVE SHALL NOT USE OR REPRODUCE ANY PORTION OF
ANY RECORD ASSOCIATED WITH ANY EMPLOYEE DEVELOPMENT WITHOUT PRIOR WRITTEN
CONSENT OF THE COMPANY OR, AS APPLICABLE, ITS SUBSIDIARIES OR AFFILIATES.
EXECUTIVE AGREES THAT IN THE EVENT ACTIONS OF EXECUTIVE
4A
ARE REQUIRED TO ENSURE THAT SUCH RIGHTS BELONG TO THE COMPANY UNDER APPLICABLE
LAWS, EXECUTIVE WILL COOPERATE AND TAKE WHATEVER SUCH ACTIONS ARE REASONABLY
REQUESTED BY THE COMPANY, WHETHER DURING OR AFTER THE TERM, AND WITHOUT THE NEED
FOR SEPARATE OR ADDITIONAL COMPENSATION.
"EMPLOYEE DEVELOPMENTS" MEANS ANY
IDEA, KNOW-HOW, DISCOVERY, INVENTION, DESIGN, METHOD, TECHNIQUE, IMPROVEMENT,
ENHANCEMENT, DEVELOPMENT, COMPUTER PROGRAM, MACHINE, ALGORITHM OR OTHER WORK OF
AUTHORSHIP, WHETHER DEVELOPED, CONCEIVED OR REDUCED TO PRACTICE DURING OR
FOLLOWING THE PERIOD OF EMPLOYMENT, THAT (I) CONCERNS OR RELATES TO THE ACTUAL
OR ANTICIPATED BUSINESS, RESEARCH OR DEVELOPMENT ACTIVITIES, OR OPERATIONS OF
THE COMPANY (OR ANY OTHER COMPANY BUSINESS FOR WHICH EXECUTIVE HAS DIRECT OR
INDIRECT RESPONSIBILITY DURING HIS OR HER EMPLOYMENT HEREUNDER), OR (II) RESULTS
FROM OR IS SUGGESTED BY ANY UNDERTAKING ASSIGNED TO EXECUTIVE OR WORK PERFORMED
BY EXECUTIVE FOR OR ON BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES, WHETHER CREATED ALONE OR WITH OTHERS, DURING OR AFTER WORKING HOURS,
OR (III) USES, INCORPORATES OR IS BASED ON COMPANY EQUIPMENT, SUPPLIES,
FACILITIES, TRADE SECRETS OR INVENTIONS OF ANY FORM OR TYPE.
ALL CONFIDENTIAL
INFORMATION AND ALL EMPLOYEE DEVELOPMENTS ARE AND SHALL REMAIN THE SOLE PROPERTY
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES.
EXECUTIVE SHALL
ACQUIRE NO PROPRIETARY INTEREST IN ANY CONFIDENTIAL INFORMATION OR EMPLOYEE
DEVELOPMENTS DEVELOPED OR ACQUIRED DURING THE TERM.
TO THE EXTENT EXECUTIVE
MAY, BY OPERATION OF