EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS
AN EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME WITHIN THE ONE YEAR
PERIOD BEFORE EMPLOYEE'S TERMINATION FROM EMPLOYMENT OR (III) INDUCE OR ATTEMPT
TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER
BUSINESS RELATION OF THE COMPANY OR ANY SUBSIDIARY TO CEASE DOING BUSINESS WITH
THE COMPANY OR SUCH SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP
BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION AND THE
COMPANY OR ANY SUBSIDIARY, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE BOARD,
WHICH CONSENT WILL BE GIVEN AT THE SOLE DISCRETION OF THE BOARD.
8.
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS.
THE EXECUTIVE
ACKNOWLEDGES THAT ALL DISCOVERIES, CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS,
IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS,
PATENT APPLICATIONS, COPYRIGHTABLE WORK AND MASK WORK (WHETHER OR NOT INCLUDING
ANY CONFIDENTIAL INFORMATION) AND ALL REGISTRATIONS OR APPLICATIONS RELATED
THERETO, ALL OTHER PROPRIETARY INFORMATION AND ALL SIMILAR OR RELATED
INFORMATION (WHETHER OR NOT PATENTABLE) WHICH RELATE TO THE COMPANY'S OR ANY OF
ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR
EXISTING OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED, DEVELOPED OR
MADE BY THE EXECUTIVE (WHETHER ABOVE OR JOINTLY WITH OTHERS) WHILE EMPLOYED BY
THE COMPANY OR ITS PREDECESSORS AND ITS SUBSIDIARIES ("WORK PRODUCT"), BELONG TO
THE COMPANY OR SUCH SUBSIDIARY.
THE EXECUTIVE SHALL PROMPTLY DISCLOSE SUCH WORK
PRODUCT TO THE BOARD AND, AT THE COMPANY'S EXPENSE, PERFORM ALL ACTIONS
REASONABLY REQUESTED BY THE BOARD (WHETHER DURING OR AFTER THE TERM) TO
ESTABLISH AND CONFIRM SUCH OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND OTHER INSTRUMENTS).
9.
MODIFICATION.
THE EXECUTIVE AGREES AND ACKNOWLEDGES THAT THE
DURATION AND SCOPE OF THE COVENANTS DESCRIBED IN SECTIONS 6, 7 AND 8 ARE FAIR,
REASONABLE AND NECESSARY IN ORDER TO PROTECT THE GOODWILL AND OTHER LEGITIMATE
INTERESTS OF THE COMPANY AND ITS SUBSIDIARIES, THAT ADEQUATE CONSIDERATION HAS
BEEN RECEIVED BY THE EXECUTIVE FOR SUCH OBLIGATIONS, AND THAT THESE OBLIGATIONS
DO NOT PREVENT THE EXECUTIVE FROM EARNING A LIVELIHOOD.
IF, HOWEVER, FOR ANY
REASON ANY COURT OF COMPETENT JURISDICTION DETERMINES THAT ANY RESTRICTION
CONTAINED IN SECTION 6, 7 OR 8 ARE NOT REASONABLE, THAT CONSIDERATION IS
INADEQUATE OR THAT THE EXECUTIVE HAS BEEN PREVENTED UNLAWFULLY FROM EARNING A
LIVELIHOOD, SUCH RESTRICTION WILL BE INTERPRETED, MODIFIED OR REWRITTEN TO
INCLUDE AS MUCH OF THE DURATION, SCOPE AND GEOGRAPHIC AREA IDENTIFIED IN
SECTION 6, 7 OR 8 AS WILL RENDER SUCH RESTRICTIONS VALID AND ENFORCEABLE.
10.
EQUITABLE RELIEF.
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY
WILL SUFFER IRREPARABLE HARM AS A RESULT OF A BREACH OF THIS EMPLOYMENT
AGREEMENT BY THE EXECUTIVE FOR WHICH AN ADEQUATE MONETARY REMEDY DOES NOT EXIST
AND A REMEDY AT LAW MAY PROVE TO BE INADEQUATE.
ACCORDINGLY, IN THE EVENT OF
ANY ACTUAL OR THREATENED BREACH BY THE EXECUTIVE OF ANY PROVISION OF THIS
EMPLOYMENT AGREEMENT, THE COMPANY WILL, IN ADDITION TO ANY OTHER REMEDIES
PERMITTED BY LAW, BE ENTITLED TO OBTAIN REMEDIES IN EQUITY, INCLUDING WITHOUT
LIMITATION