ALL INVENTIONS, TRADE SECRETS, PROFESSIONAL SECRETS,
INNOVATIONS, COPYRIGHTABLE WORKS, CONFIDENTIAL INFORMATION, DISCOVERIES,
PROCESSES, DESIGNS, WORKS OF AUTHORSHIP, AND OTHER INTELLECTUAL PROPERTY AND ALL
IMPROVEMENTS ON EXISTING INVENTIONS, DISCOVERIES, PROCESSES, DESIGNS, WORKS AND
OTHER INTELLECTUAL PROPERTY MADE OR DISCOVERED BY YOU OR ANY PERSON SUBORDINATE
TO YOU DURING YOUR EMPLOYMENT WITH THE EMPLOYER OR IN CONNECTION THEREOF, FOR NO
ADDITIONAL CONSIDERATION PROVIDED THAT YOU SHALL NOT BE REQUIRED TO BEAR ANY
EXPENSES AS A RESULT OF SUCH ASSIGNMENT. THE EMPLOYER AND ITS SUCCESSORS SHALL
BE ENTITLED TO PROTECT ANY INVENTION AND/OR PATENT AND/OR TRADE SECRET AND/OR
PROFESSIONAL SECRET AND/OR INNOVATION AS AFORESAID BY WAY OF REGISTRATION AND/OR
IN ANY OTHER MANNER, IN U.S.A, ISRAEL OR ANYWHERE ELSE.
9.2.
YOU UNDERTAKE THAT UPON THE DEMAND OF THE EMPLOYER, YOU SHALL
SIGN, EXECUTE AND DELIVER TO THE EMPLOYER SUCH DOCUMENTS AS THE EMPLOYER MAY
REQUEST TO CONFIRM THE ASSIGNMENT OF YOUR RIGHTS HEREIN, AND IF REQUESTED BY THE
EMPLOYER, SHALL ASSIST THE EMPLOYER, AND SHALL EXECUTE ANY NECESSARY DOCUMENTS,
AT THE EMPLOYER'S EXPENSE, IN APPLYING FOR AND PROSECUTING ANY PATENTS,
TRADEMARKS, TRADE SECRETS OR COPYRIGHT REGISTRATION WHICH MAY BE AVAILABLE IN
RESPECT THEREOF IN ACCORDANCE WITH THE LAWS OF THE STATE OF ISRAEL OR ANY OTHER
FOREIGN COUNTRY.
3
10.
GENERAL
10.1.
YOUR OBLIGATIONS PURSUANT TO SECTIONS 7 - 9 ABOVE SHALL SURVIVE
THE TERMINATION OF YOUR EMPLOYMENT WITH THE EMPLOYER.
10.2.
YOUR UNDERTAKINGS AND OBLIGATIONS PURSUANT TO SECTIONS 7 - 9
DERIVE FROM YOUR STATUS AND YOUR POSITION IN THE EMPLOYER AND IN THE COMPANY, IN
VIEW OF YOUR EXPOSURE TO, AND INVOLVEMENT IN, THE MRV GROUP'S SENSITIVE AND
VALUABLE PROPRIETARY INFORMATION, PROPERTY (INCLUDING, PROPRIETARY RIGHTS) AND
TECHNOLOGIES, AS WELL AS ITS GOODWILL AND BUSINESS PLANS (THE "MRV GROUP'S MAJOR
ASSETS"), AND ALONG WITH ALL MATTERS CONNECTED THEREWITH, AND THE TERMS AND
CONDITIONS OF THIS LETTER, INCLUDING THE SPECIAL CONSIDERATION (DEFINED IN
SECTION 4.5 ABOVE), HAVE BEEN DETERMINED IN PART, INTER ALIA, IN CONSIDERATION
OF THESE UNDERTAKINGS AND OBLIGATIONS AND CONSTITUTE SUFFICIENT CONSIDERATION
FOR YOUR SAID UNDERTAKINGS AND OBLIGATIONS.
10.3.
YOU ACKNOWLEDGE THAT THE RESTRICTED PERIOD OF TIME AND
GEOGRAPHICAL AREA SPECIFIED IN SECTION 8 ARE NECESSARY TO LEGITIMATELY PROTECT
THE MRV GROUP'S MAJOR ASSETS, IN VIEW OF YOUR POSITION AND THE NATURE OF THE
BUSINESS IN WHICH THE EMPLOYER AND THE COMPANY ARE ENGAGED, YOUR KNOWLEDGE OF
THE MRV GROUP'S BUSINESS AND THE COMPENSATION YOU RECEIVED DURING YOUR
EMPLOYMENT AT THE EMPLOYER AND AS PART OF YOUR RESIGNATION AS DESCRIBED IN THIS
LETTER AGREEMENT, INCLUDING THE SPECIAL CONSIDERATION (DEFINED IN SECTION 4.5
ABOVE).
NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, IF THE
PERIOD OF TIME OR THE GEOGRAPHICAL AREA SPECIFIED HEREIN SHOULD BE DETERMINED TO
BE UNREASONABLE IN ANY JUDICIAL PROCEEDING, THEN THE PERIOD OF TIME AND AREA OF
THE RESTRICTION SHALL BE REDUCED SO THAT THIS LETTER AGREEMENT MAY BE ENFORCED
IN SUCH AREA AND DURING SUCH PERIOD OF TIME AS SHALL BE DETERMINED TO BE
REASONABLE BY SUCH JUDICIAL PROCEEDING. YOU ACKNOWLEDGE THAT THE COMPENSATION
AND BENEFITS GRANTED