BY
COMPANY OR EMPLOYEE, EMPLOYEE WILL DELIVER TO COMPANY AND WILL NOT TAKE WITH HIM
ANY DOCUMENTS, OR ANY OTHER REPRODUCTIONS (IN WHOLE OR IN PART) OF ANY ITEMS,
COMPRISING CONFIDENTIAL INFORMATION (EXCEPT THAT EMPLOYEE MAY RETAIN HIS
PERSONAL ADDRESS, TELEPHONE AND OTHER CONTACT LISTS AND INFORMATION AND ANY
OTHER DOCUMENTS OR REPRODUCTIONS RETAINED UPON THE ADVICE OF COUNSEL).
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THE TERM "CONFIDENTIAL INFORMATION"
DOES NOT INCLUDE ANY INFORMATION THAT (A) IS OR BECOMES PUBLICLY AVAILABLE OTHER
THAN AS THE RESULT OF THE BREACH BY EMPLOYEE OF HIS CONFIDENTIALITY OBLIGATIONS
UNDER THIS SECTION 8, (B) BECAME, IS OR BECOMES AVAILABLE TO EMPLOYEE ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE, OTHER THAN COMPANY, THAT TO EMPLOYEE'S
KNOWLEDGE IS NOT PROHIBITED FROM DISCLOSING SUCH INFORMATION TO EMPLOYEE BY A
CONFIDENTIALITY OBLIGATION OWED TO COMPANY OR (C) WAS KNOWN TO EMPLOYEE PRIOR TO
BECOMING A MEMBER OF THE BOARD.
THE PROVISIONS OF THIS SECTION 8 SHALL EXPIRE
AND BE OF NO FURTHER FORCE AND EFFECT ON THE THIRD ANNIVERSARY OF THE
TERMINATION DATE OF EMPLOYEE'S EMPLOYMENT WITH COMPANY.
SECTION 9.
NON-COMPETITION, NON-SOLICITATION, NON-DISPARAGEMENT.
DURING THE
PERIOD OF EMPLOYEE'S EMPLOYMENT WITH COMPANY PURSUANT TO THIS AGREEMENT AND FOR
A PERIOD OF TWO (2) YEARS THEREAFTER, EMPLOYEE WILL NOT KNOWINGLY AND
INTENTIONALLY (I) ENGAGE, DIRECTLY OR INDIRECTLY, ALONE OR AS A PARTNER,
OFFICER, DIRECTOR, EMPLOYEE, OR CONSULTANT OF ANY OTHER BUSINESS ORGANIZATION IN
ANY BUSINESS ACTIVITIES THAT ARE SUBSTANTIALLY AND DIRECTLY COMPETITIVE WITH THE
BUSINESS ACTIVITIES THEN CONDUCTED BY COMPANY ANYWHERE IN THE WORLD; IT BEING
MUTUALLY UNDERSTOOD AND AGREED THAT CUSTOMERS OR SUPPLIERS OF THE COMPANY WHO
ARE NOT ALSO PRIMARILY ENGAGED IN PROVIDING ELECTRONICS DESIGN, ENGINEERING OR
MANUFACTURING OR PRECISION MANUFACTURING SERVICES AND WHO PURCHASE GOODS OR
SERVICES FROM, OR SUPPLY GOODS OR SERVICES TO, THE COMPANY SHALL NOT BE DEEMED
TO BE ENGAGING IN BUSINESS ACTIVITIES THAT ARE SUBSTANTIALLY AND DIRECTLY
COMPETITIVE WITH THE BUSINESS ACTIVITIES CONDUCTED BY THE COMPANY (THE
"DESIGNATED
11
INDUSTRY"); (II) DIVERT TO ANY COMPETITOR OF COMPANY IN THE DESIGNATED INDUSTRY
ANY CUSTOMER OF COMPANY; (III) SOLICIT OR ENCOURAGE ANY OFFICER, EMPLOYEE, OR
CONSULTANT OF COMPANY TO LEAVE ITS EMPLOY FOR EMPLOYMENT BY OR WITH ANY
COMPETITOR OF COMPANY IN THE DESIGNATED INDUSTRY OR, ON BEHALF OF HERSELF OR ANY
OTHER PERSON, HIRE, EMPLOY OR ENGAGE ANY SUCH PERSON; OR (IV) ENGAGE AT ANY TIME
IN ANY FORM OF CONDUCT OR MAKE ANY STATEMENTS, OR DIRECT ANY OTHER PERSON OR
ENTITY TO ENGAGE IN ANY CONDUCT OR MAKE ANY STATEMENTS, THAT DISPARAGE,
CRITICIZE OR OTHERWISE IMPAIR THE REPUTATION OF COMPANY, ITS SUBSIDIARIES, THEIR
PRODUCTS AND SERVICES, OR THEIR PAST AND PRESENT OFFICERS, DIRECTORS, EMPLOYEES
AND CONSULTANTS.
THE PARTIES HERETO ACKNOWLEDGE THAT (A) EMPLOYEE'S
NON-COMPETITION OBLIGATIONS HEREUNDER WILL NOT PRECLUDE EMPLOYEE FROM (X) OWNING
LESS THAN 5% OF THE COMMON STOCK OF ANY PUBLICLY TRADED CORPORATION OR OTHER
PERSON CONDUCTING BUSINESS ACTIVITIES IN THE DESIGNATED INDUSTRY OR (Y) SERVING
AS A DIRECTOR OF A CORPORATION OR OTHER PERSON ENGAGED IN THE MANUFACTURING OR
ELECTRONICS