OR ITS SUBSIDIARIES WAS USED AND WHICH
WAS DEVELOPED ENTIRELY ON EMPLOYEE'S OWN TIME, UNLESS (I) THE INVENTION RELATES
TO THE ACTUAL OR ANTICIPATED BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES OR TO
THE COMPANY'S OR ANY OF ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED RESEARCH OR
DEVELOPMENT, OR EXISTING OR FUTURE PRODUCTS OR SERVICES OR (II) THE INVENTION
RESULTS FROM ANY WORK PERFORMED BY EMPLOYEE FOR THE COMPANY OR ITS SUBSIDIARIES.
EMPLOYEE SHALL PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE BOARD AND PERFORM ALL
ACTIONS REQUESTED BY THE BOARD (WHETHER DURING OR AFTER THE EMPLOYMENT PERIOD)
TO ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS). THE PARTIES
ACKNOWLEDGE AND AGREE THAT WORK PRODUCT IS SUBJECT TO THIS SECTION 6 AND IS
CONFIDENTIAL INFORMATION UNLESS AND TO THE EXTENT THAT SUCH WORK PRODUCT
(I) BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OR PERSONS
KNOWLEDGEABLE IN THE COMPANY'S INDUSTRY OTHER THAN AS A RESULT OF EMPLOYEE'S
ACTS OR OMISSIONS WHICH CONSTITUTE A BREACH OF THIS AGREEMENT OR (II) EMPLOYEE
DISCLOSES SUCH WORK PRODUCT TO THE BOARD AND THE BOARD BY VOTE OR WRITTEN
CONSENT WAIVES ITS RIGHTS UNDER THIS AGREEMENT WITH RESPECT THERETO.
7.
NON-COMPETE, NON-SOLICITATION.
(A)
IN FURTHER CONSIDERATION OF THE
COMPENSATION TO BE PAID TO EMPLOYEE HEREUNDER, INCLUDING THE SEVERANCE, IF ANY,
THE COMPANY SHALL, UPON AND FOLLOWING EXECUTION OF THIS AGREEMENT, DISCLOSE TO
EMPLOYEE THE COMPANY'S TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION
CONCERNING THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES. EMPLOYEE ACKNOWLEDGES
THAT HIS SERVICES HAVE BEEN AND SHALL BE OF SPECIAL, UNIQUE, AND EXTRAORDINARY
VALUE TO THE COMPANY. THEREFORE, EMPLOYEE AGREES THAT, DURING THE EMPLOYMENT
TERM, EACH RENEWAL TERM, IF ANY, AND FOR ONE (1) YEAR FOLLOWING THE TERMINATION
OF HIS EMPLOYMENT WITH THE COMPANY FOR ANY REASON (COLLECTIVELY, THE "NONCOMPETE
PERIOD"), HE SHALL NOT, DIRECTLY OR INDIRECTLY, OWN ANY INTEREST IN, MANAGE,
CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER SERVICES FOR, OR IN ANY MANNER
ENGAGE IN ANY BUSINESS COMPETING WITH THE ACTUAL OR ANTICIPATED BUSINESSES OF
THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES, ON THE DATE OF THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT, WITHIN ANY GEOGRAPHICAL AREA IN WHICH THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES ENGAGE OR PLAN TO ENGAGE IN SUCH BUSINESSES. A
TERMINATION OF THIS AGREEMENT PURSUANT TO SECTION 4 OR OTHERWISE SHALL
CONSTITUTE A TERMINATION OF THE EMPLOYMENT TERM OR RENEWAL TERM, AS APPLICABLE.
NOTHING HEREIN SHALL PROHIBIT EMPLOYEE FROM BEING A PASSIVE OWNER OF NOT MORE
THAN TWO PERCENT (2%) OF THE OUTSTANDING CAPITAL STOCK OF ANY CLASS OF A
CORPORATION WHICH IS PUBLICLY TRADED, SO LONG AS EMPLOYEE HAS NO ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
(B)
DURING THE NONCOMPETE PERIOD, EMPLOYEE SHALL
NOT DIRECTLY HIMSELF OR INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE
OR ATTEMPT TO INDUCE ANY EMPLOYEE OF THE COMPANY, ITS SUBSIDIARIES OR AFFILIATES
TO LEAVE THE EMPLOY THEREOF, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP
BETWEEN THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES AND ANY EMPLOYEE