BE
PERMITTED TO USE OR REFER TO ANY SUCH MATERIALS IN THE PERFORMANCE OF
EXECUTIVE'S DUTIES HEREUNDER.
(C)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY'S BUSINESS DEPENDS ON
THE EXTENSIVE USE OF HIGHLY PROPRIETARY TRADE SECRETS RELATED TO THE BUSINESS,
INCLUDING (AMONG OTHER THINGS) EXTREMELY COMPLEX SUBJECT MATTERS, IN PARTICULAR,
PHOTOVOLTAIC FABRICATIONS LINES AND PHOTOVOLTAIC MANUFACTURING EQUIPMENT
(COLLECTIVELY, "PV").
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY'S
TRADE SECRETS AND CONFIDENTIAL INFORMATION RELATED TO ITS BUSINESS IN GENERAL,
AND PV IN PARTICULAR, ARE UNIQUE IN THE SOLAR POWER MARKETPLACE AND THAT
EXECUTIVE WILL HAVE ACCESS TO, AND BE REQUIRED TO KNOW AND USE, THE COMPANY'S
HIGHLY PROPRIETARY INFORMATION ON A DAY-TO-DAY BASIS IN HIS JOB WITH THE
COMPANY.
ACCORDINGLY, EXECUTIVE ACKNOWLEDGES AND AGREES THAT, SHOULD A
COMPETITOR TO THE COMPANY GAIN ACCESS TO THE INFORMATION EXECUTIVE WILL USE ON A
DAY-TO-DAY BASIS WHILE EMPLOYED AT THE COMPANY, THE COMPANY WOULD LOSE A
SIGNIFICANT COMPETITIVE ADVANTAGE IN THE MARKETPLACE.
6.
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS.
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
6
CONCEIVED, DEVELOPED OR MADE BY EXECUTIVE (WHETHER ALONE OR JOINTLY WITH OTHERS)
WHILE EMPLOYED BY THE COMPANY AND ITS SUBSIDIARIES, WHETHER BEFORE OR AFTER THE
DATE OF THIS AGREEMENT ("WORK PRODUCT"), BELONG TO THE COMPANY OR SUCH
SUBSIDIARY.
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 EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM
SUCH OWNERSHIP (INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS, CONSENTS, POWERS OF
ATTORNEY AND OTHER INSTRUMENTS).
7.
NON-COMPETE, NON-SOLICITATION.
(A)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT SHOULD EXECUTIVE DEPART THE
COMPANY AND BECOME ENGAGED BY A COMPETITOR WITHIN A ONE (1) YEAR PERIOD
FOLLOWING HIS DEPARTURE, EXECUTIVE WOULD BY NECESSITY UTILIZE AND RELY UPON THE
EXTENSIVE PROPRIETARY INFORMATION, CONFIDENTIAL INFORMATION AND TRADE SECRETS,
RELATED TO THE BUSINESS, THAT EXECUTIVE WAS REQUIRED TO KNOW, AND USE, ON A
DAY-TO-DAY BASIS WHILE EMPLOYED BY THE COMPANY.
EXECUTIVE ALSO ACKNOWLEDGES
THAT DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES
HE SHALL BECOME INTIMATELY FAMILIAR WITH THE COMPANY'S TRADE SECRETS AND WITH
OTHER CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND ITS SUBSIDIARIES AND
THAT HIS SERVICES SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE
COMPANY AND ITS SUBSIDIARIES.
THEREFORE, EXECUTIVE AGREES THAT, DURING THE
EMPLOYMENT PERIOD AND FOR ONE (1) YEAR THEREAFTER (THE "NONCOMPETE PERIOD"), HE
SHALL NOT DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN, OR, IN A BUSINESS
CAPACITY, MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER SERVICES FOR, BE
EMPLOYED BY, OR IN ANY MANNER ENGAGE IN,