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; 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 CURRENT OR PROSPECTIVE CUSTOMER OF ANY MEMBER OF THE
COMPANY AFFILIATED GROUP DURING THE EXECUTIVE'S EMPLOYMENT;
PROVIDED, THAT, NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE SHALL NOT BE DEEMED
TO BE IN VIOLATION OF CLAUSE (I) OR (III) OF THE FOREGOING BY VIRTUE OF ACTING
AS AN ATTORNEY (AS PARTNER, ASSOCIATE, SHAREHOLDER, MEMBER OR EMPLOYEE) OR AS
VICE PRESIDENT, DIRECTOR OR MANAGING DIRECTOR OR SIMILAR POSITION AT ANY
ACCOUNTING FIRM, LAW FIRM, INVESTMENT BANKING FIRM OR CONSULTING FIRM,
INSTITUTIONAL INVESTOR OR SIMILAR ENTITY, IN EACH CASE SO LONG AS THE EXECUTIVE
TAKES REASONABLE STEPS TO INSULATE HIMSELF FROM THE BUSINESSES AND ACTIVITIES OF
ANY SUCH ENTITY THAT RELATE TO THE CORE BUSINESSES DURING ANY PERIOD THAT THIS
SECTION 8(B) IS IN EFFECT.
(C)
PROPRIETARY RIGHTS.
THE EXECUTIVE ASSIGNS ALL OF THE EXECUTIVE'S
INTEREST IN ANY AND ALL INVENTIONS, DISCOVERIES, IMPROVEMENTS AND PATENTABLE OR
COPYRIGHTABLE WORKS INITIATED, CONCEIVED OR MADE BY THE EXECUTIVE, EITHER ALONE
OR IN CONJUNCTION WITH OTHERS, DURING OR PRIOR TO THE EMPLOYMENT TERM AND
RELATED TO THE BUSINESS OR ACTIVITIES OF ANY MEMBER OF THE COMPANY AFFILIATED
GROUP TO THE COMPANY OR ITS NOMINEE.
WHENEVER REQUESTED TO DO SO BY THE
COMPANY, THE EXECUTIVE SHALL EXECUTE ANY AND ALL APPLICATIONS, ASSIGNMENTS OR
OTHER INSTRUMENTS THAT THE COMPANY SHALL IN GOOD FAITH DEEM NECESSARY TO APPLY
FOR AND OBTAIN TRADEMARKS, PATENTS OR COPYRIGHTS OF THE UNITED STATES OR ANY
FOREIGN COUNTRY OR OTHERWISE PROTECT THE INTEREST OF ANY MEMBER OF THE COMPANY
AFFILIATED GROUP THEREIN.
THESE OBLIGATIONS SHALL CONTINUE BEYOND THE
CONCLUSION OF THE EMPLOYMENT TERM WITH RESPECT TO INVENTIONS, DISCOVERIES,
IMPROVEMENTS OR COPYRIGHTABLE WORKS INITIATED, CONCEIVED OR MADE BY THE
EXECUTIVE DURING THE EMPLOYMENT TERM.
(D)
ACKNOWLEDGMENT.
THE EXECUTIVE EXPRESSLY RECOGNIZES AND AGREES
THAT THE RESTRAINTS IMPOSED BY THIS SECTION 8 ARE REASONABLE AS TO TIME AND
GEOGRAPHIC SCOPE AND ARE NOT
OPPRESSIVE.
THE EXECUTIVE FURTHER EXPRESSLY RECOGNIZES AND AGREES THAT THE
RESTRAINTS IMPOSED BY THIS SECTION 8 REPRESENT A REASONABLE AND NECESSARY
RESTRICTION FOR THE PROTECTION OF THE LEGITIMATE INTERESTS OF THE COMPANY
AFFILIATED GROUP, THAT THE FAILURE BY THE EXECUTIVE TO OBSERVE AND COMPLY WITH
THE COVENANTS AND AGREEMENTS IN THIS SECTION 8 WILL CAUSE IRREPARABLE HARM TO
THE COMPANY AFFILIATED GROUP, THAT IT IS AND WILL CONTINUE TO BE DIFFICULT TO
ASCERTAIN THE HARM AND DAMAGES TO THE COMPANY AFFILIATED GROUP THAT