TO, OR
PERFORM ANY SERVICES FOR ANY PERSON OR ENTITY (I) THAT ENGAGES IN COMPETITIVE
ACTIVITIES OR (II) IN WHICH ANY SUCH RELATIONSHIP WITH EMPLOYEE WOULD RESULT IN
THE LIKELY, PROBABLE OR INEVITABLE USE OR DISCLOSURE OF CONFIDENTIAL
INFORMATION; PROVIDED THAT NOTHING SHALL PROHIBIT EMPLOYEE FROM BEING A PARTNER
OR EMPLOYEE OF, OR OTHERWISE BEING ASSOCIATED WITH, A PROFESSIONAL SERVICES FIRM
AS LONG AS EMPLOYEE IS NOT DIRECTLY ENGAGED IN THE PROVISION OF SERVICES TO ANY
SUCH PERSON OR ENTITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS
SUBSECTION 10(B) SHALL NOT PREVENT EMPLOYEE FROM ACQUIRING AS AN INVESTMENT
SECURITIES REPRESENTING NOT MORE THAN THREE PERCENT (3%) OF THE OUTSTANDING
VOTING SECURITIES OF ANY PUBLICLY-HELD CORPORATION.
(C)
NON-SOLICITATION; NON-INTERFERENCE.
DURING THE NON-SOLICITATION
RESTRICTED PERIOD, EMPLOYEE SHALL NOT, DIRECTLY OR INDIRECTLY, FOR HIS OWN
ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER PERSON OR ENTITY, (I) ENCOURAGE, SOLICIT
OR INDUCE, OR IN ANY MANNER ATTEMPT TO ENCOURAGE, SOLICIT OR INDUCE, ANY PERSON
OR ENTITY EMPLOYED BY, AS AN AGENT OF, OR A SERVICE PROVIDER TO, THE COMPANY TO
TERMINATE (OR, IN THE CASE OF AN AGENT OR SERVICE PROVIDER, REDUCE) SUCH
PERSON'S OR ENTITY'S EMPLOYMENT, AGENCY OR SERVICE, AS THE CASE MAY BE, WITH THE
COMPANY; (II) SOLICIT OR ACCEPT BUSINESS FROM ANY INDIVIDUAL OR ENTITY FOR WHOM
THE COMPANY PROVIDED SERVICES OR PRODUCTS WITHIN THE ONE-YEAR PERIOD IMMEDIATELY
PRECEDING THE DATE OF EMPLOYEE'S TERMINATION OF EMPLOYMENT; OR (III) SOLICIT OR
ACCEPT BUSINESS FROM ANY PROSPECTIVE CUSTOMER OR CLIENT OF THE COMPANY WHO,
WITHIN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE OF EMPLOYEE'S
TERMINATION OF EMPLOYMENT, EMPLOYEE HAD DIRECTLY SOLICITED OR WHERE, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, EMPLOYEE SUPERVISED OR PARTICIPATED IN THE
COMPANY'S SOLICITATION ACTIVITIES RELATED TO SUCH PROSPECTIVE CUSTOMER OR
CLIENT, NOR SHALL HE ASSIST ANY PERSON OR ENTITY TO ENGAGE IN ANY ACTIVITY
PROHIBITED BY THIS SUBSECTION 10(C).
(D)
RETURN OF DOCUMENTS.
IN THE EVENT OF THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT FOR ANY REASON, EMPLOYEE SHALL DELIVER TO THE COMPANY ALL OF (I) THE
PROPERTY OF THE COMPANY, AND (II) THE DOCUMENTS AND DATA OF ANY NATURE AND IN
WHATEVER MEDIUM OF THE COMPANY, AND HE SHALL NOT TAKE WITH HIM ANY SUCH
PROPERTY, DOCUMENTS OR DATA OR ANY REPRODUCTION THEREOF, OR ANY DOCUMENTS
CONTAINING OR PERTAINING TO ANY CONFIDENTIAL INFORMATION.
(E)
WORKS FOR HIRE.
EMPLOYEE AGREES THAT THE COMPANY SHALL OWN ALL RIGHT,
TITLE AND INTEREST THROUGHOUT THE WORLD IN AND TO ANY AND ALL INVENTIONS,
ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, CONCEPTS, KNOW-HOW, IMPROVEMENTS OR
TRADE SECRETS, WHETHER OR NOT PATENTABLE OR REGISTERABLE UNDER COPYRIGHT OR
SIMILAR LAWS, WHICH EMPLOYEE MAY SOLELY OR JOINTLY CONCEIVE OR DEVELOP OR REDUCE
TO PRACTICE, OR CAUSE TO BE CONCEIVED OR DEVELOPED OR REDUCED TO
9
PRACTICE DURING EMPLOYEE'S PERIOD OF EMPLOYMENT, WHETHER OR NOT DURING REGULAR
WORKING HOURS, PROVIDED THEY EITHER (I) RELATE AT THE TIME OF CONCEPTION OR
DEVELOPMENT TO THE ACTUAL OR DEMONSTRABLY PROPOSED BUSINESS OR RESEARCH AND
DEVELOPMENT ACTIVITIES OF THE COMPANY; (II) RESULT