IN THE NATURE OF TRADE SECRETS.
THE EXECUTIVE WILL NOT KNOWINGLY DISCLOSE
SUCH INFORMATION, EITHER DIRECTLY OR INDIRECTLY, TO ANY PERSON OR ENTITY OUTSIDE
THE COMPANY AFFILIATED GROUP WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY;
PROVIDED, HOWEVER, THAT (I) THE EXECUTIVE SHALL HAVE NO OBLIGATION UNDER THIS
SECTION 9(A) WITH RESPECT TO ANY INFORMATION THAT IS OR BECOMES PUBLICLY KNOWN
OTHER THAN AS A RESULT OF THE EXECUTIVE'S BREACH OF THE EXECUTIVE'S OBLIGATIONS
HEREUNDER AND (II) THE EXECUTIVE MAY (X) DISCLOSE SUCH INFORMATION TO THE EXTENT
HE DETERMINES THAT SO DOING IS REASONABLE OR APPROPRIATE IN THE PERFORMANCE OF
THE EXECUTIVE'S DUTIES OR, (Y) AFTER GIVING PRIOR NOTICE TO THE COMPANY TO THE
EXTENT PRACTICABLE, UNDER THE CIRCUMSTANCES, DISCLOSE SUCH INFORMATION TO THE
EXTENT REQUIRED BY APPLICABLE LAWS OR GOVERNMENTAL REGULATIONS OR BY JUDICIAL OR
REGULATORY PROCESS.
THE EXECUTIVE SHALL COMPLY WITH THE COMPANY'S DATA
PROTECTION POLICIES.
UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT, THE
EXECUTIVE SHALL PROMPTLY SUPPLY TO THE COMPANY ALL PROPERTY, KEYS, NOTES,
MEMORANDA, WRITINGS, LISTS, FILES, REPORTS, CUSTOMER LISTS, CORRESPONDENCE,
TAPES, DISKS, CARDS, SURVEYS, MAPS, LOGS, MACHINES, TECHNICAL DATA AND ANY OTHER
TANGIBLE PRODUCT OR DOCUMENT WHICH HAS BEEN PRODUCED BY, RECEIVED BY OR
OTHERWISE SUBMITTED TO THE EXECUTIVE IN THE COURSE OF OR OTHERWISE IN CONNECTION
WITH THE EXECUTIVE'S SERVICES TO THE COMPANY AFFILIATED GROUP DURING OR PRIOR TO
THE EMPLOYMENT TERM.
(B)
NON-COMPETITION AND NON-SOLICITATION.
DURING THE PERIOD COMMENCING UPON THE EFFECTIVE DATE AND ENDING ON THE 18-MONTH
ANNIVERSARY OF THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY,
THE EXECUTIVE SHALL NOT, AS AN EMPLOYEE, EMPLOYER, STOCKHOLDER, OFFICER,
DIRECTOR, PARTNER, ASSOCIATE, CONSULTANT OR OTHER INDEPENDENT CONTRACTOR,
ADVISOR, PROPRIETOR, LENDER, OR IN ANY OTHER MANNER OR CAPACITY (OTHER THAN WITH
RESPECT TO THE EXECUTIVE'S SERVICES TO THE COMPANY AFFILIATED GROUP), DIRECTLY
OR INDIRECTLY:
14
(I)
PERFORM SERVICES FOR, OR OTHERWISE HAVE
ANY INVOLVEMENT WITH, ANY BUSINESS UNIT OF A PERSON, WHERE SUCH BUSINESS UNIT
COMPETES DIRECTLY OR INDIRECTLY WITH ANY MEMBER OF THE COMPANY AFFILIATED GROUP
BY (X) OWNING OR OPERATING BROADBAND OR MOBILE COMMUNICATIONS NETWORKS FOR
TELEPHONE, MOBILE TELEPHONE, CABLE TELEVISION OR INTERNET SERVICES,
(Y) PROVIDING MOBILE TELEPHONE, FIXED LINE TELEPHONE, TELEVISION OR INTERNET
SERVICES OR (Z) OWNING, OPERATING OR PROVIDING ANY CONTENT-GENERATION SERVICES
OR TELEVISION CHANNELS, IN EACH CASE PRINCIPALLY IN THE UNITED KINGDOM (THE
"CORE BUSINESSES"); PROVIDED, HOWEVER, THAT THIS AGREEMENT SHALL NOT PROHIBIT
THE EXECUTIVE FROM OWNING UP TO 1% OF ANY CLASS OF EQUITY SECURITIES OF ONE OR
MORE PUBLICLY TRADED COMPANIES;
(II)
HIRE ANY INDIVIDUAL WHO IS, OR WITHIN THE
SIX MONTHS PRIOR TO THE EXECUTIVE'S TERMINATION WAS, AN EMPLOYEE OF ANY MEMBER
OF THE COMPANY AFFILIATED GROUP WHOSE BASE SALARY AT THE TIME OF HIRE EXCEEDED
£65,000 PER YEAR AND WITH WHOM THE EXECUTIVE HAD DIRECT CONTACT (OTHER THAN ON A
DE MINIMIS BASIS); OR
(III)
SOLICIT, IN COMPETITION WITH ANY MEMBER OF
THE COMPANY AFFILIATED GROUP IN THE CORE BUSINESSES, ANY BUSINESS, OR ORDER OF
BUSINESS FROM ANY PERSON THAT THE EXECUTIVE KNOWS WAS A