ATTORNEY AND OTHER INSTRUMENTS) AND TO PROVIDE REASONABLE ASSISTANCE TO THE
COMPANY OR ANY OF ITS AFFILIATES IN CONNECTION WITH THE PROSECUTION OF ANY
APPLICATIONS FOR PATENTS, TRADEMARKS, TRADE NAMES, SERVICE MARKS OR REISSUES
THEREOF OR IN THE PROSECUTION OR DEFENSE OF INTERFERENCES RELATING TO ANY WORK
PRODUCT.
(B)
CALIFORNIA EMPLOYEE PATENT ACT
NOTIFICATION.
IN ACCORDANCE WITH SECTION 2872 OF THE CALIFORNIA EMPLOYEE PATENT
ACT, WEST'S CAL. LAB. CODE SECTION 2870 ET. SEQ., IF APPLICABLE, EXECUTIVE IS
HEREBY ADVISED THAT SECTION 6(A) DOES NOT APPLY TO ANY INVENTION, NEW
DEVELOPMENT OR METHOD (AND ALL COPIES AND TANGIBLE EMBODIMENTS THEREOF) MADE
SOLELY BY EXECUTIVE FOR WHICH NO EQUIPMENT, FACILITY, MATERIAL, CONFIDENTIAL
INFORMATION OR INTELLECTUAL PROPERTY OF THE COMPANY OR ANY OF ITS AFFILIATES WAS
USED AND WHICH WAS DEVELOPED
9
ENTIRELY ON EMPLOYEE'S OWN TIME; PROVIDED, HOWEVER, THAT SECTION 6(A) SHALL
APPLY IF THE INVENTION, NEW DEVELOPMENT OR METHOD (I) RELATES AT THE TIME OF ITS
CONCEPTION OR REDUCTION TO PRACTICE TO THE COMPANY'S OR ANY OF ITS AFFILIATES'
BUSINESS, OR ACTUAL OR DEMONSTRABLY ANTICIPATED RESEARCH AND DEVELOPMENT, OR
(II) RESULTS FROM ANY WORK PERFORMED BY EXECUTIVE FOR THE COMPANY OR ANY OF ITS
AFFILIATES.
7.
NON-COMPETE AND NON-SOLICITATION.
(A)
THE EXECUTIVE ACKNOWLEDGES AND AGREES WITH
THE COMPANY THAT DURING THE COURSE OF THE EXECUTIVE'S INVOLVEMENT AND/OR
EMPLOYMENT WITH, THE COMPANY, OR PARENT, AS THE CASE MAY BE, SUCH EXECUTIVE HAS
HAD AND WILL CONTINUE TO HAVE THE OPPORTUNITY TO DEVELOP RELATIONSHIPS WITH
EXISTING EMPLOYEES, VENDORS, SUPPLIERS, CUSTOMERS AND OTHER BUSINESS ASSOCIATES
OF THE COMPANY AND ITS AFFILIATES WHICH RELATIONSHIPS CONSTITUTE GOODWILL OF THE
COMPANY, AND THE COMPANY WOULD BE IRREPARABLY DAMAGED IF THE EXECUTIVE WERE TO
TAKE ACTIONS THAT WOULD DAMAGE OR MISAPPROPRIATE SUCH GOODWILL AND THAT SUCH
HARM IS INCONSISTENT WITH THE DUTY OWED BY EXECUTIVE AS A SENIOR OFFICER AND/OR
DIRECTOR OF PARENT AND/OR THE COMPANY TO PRESERVE THE VALUE OF SUCH GOODWILL FOR
THE BENEFIT OF THE STOCKHOLDERS.
ACCORDINGLY, THE EXECUTIVE AGREES AS FOLLOWS:
(I)
THE EXECUTIVE ACKNOWLEDGES THAT THE
COMPANY AND ITS AFFILIATES CURRENTLY CONDUCT BUSINESS THROUGHOUT THE UNITED
STATES, INCLUDING WITHOUT LIMITATION THE AREAS LISTED ON EXHIBIT A ATTACHED
HERETO (THE "TERRITORY").
ACCORDINGLY, DURING THE PERIOD COMMENCING ON THE DATE
HEREOF AND ENDING ON THE LATER OF (X) THE TERMINATION OF THE EMPLOYMENT PERIOD
OR (Y) FOR SO LONG AS SEVERANCE PAYMENTS ARE BEING MADE TO THE EXECUTIVE
PURSUANT TO SECTION 4(C) (SUCH PERIOD IS REFERRED TO HEREIN AS THE "NON-COMPETE
PERIOD"), THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, ENTER INTO, ENGAGE
IN, ASSIST, GIVE OR LEND FUNDS TO OR OTHERWISE FINANCE, BE EMPLOYED BY OR
CONSULT WITH, OR HAVE A FINANCIAL OR OTHER INTEREST IN, ANY BUSINESS WHICH
ENGAGES IN SELLING, AT THE RETAIL LEVEL, (INCLUDING, WITHOUT LIMITATION, THROUGH
RETAIL STORES, BY PHONE, BY MAIL, BY CATALOG OR BY INTERNET OR OTHER MEANS OF
ELECTRONIC COMMERCE) MUSICAL INSTRUMENTS, PRO-AUDIO EQUIPMENT OR RELATED
ACCESSORIES WITHIN THE TERRITORY (THE "LINE OF BUSINESS"), WHETHER FOR OR BY
HIMSELF OR AS A REPRESENTATIVE FOR ANY OTHER PERSON.