IT IS AGREED THAT EIGHT (8) HOURS PER WEEK OF CONSULTATION, SHALL BE REASONABLE.
7.
CONFIDENTIAL INFORMATION.
YOU SHALL
HOLD IN A FIDUCIARY CAPACITY FOR THE BENEFIT OF THE COMPANY ALL SECRET OR
CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA RELATING TO THE COMPANY OR ANY OF
ITS AFFILIATED COMPANIES (INCLUDING BUT NOT LIMITED TO DTS), AND THEIR
RESPECTIVE BUSINESSES, WHICH YOU SHALL HAVE OBTAINED DURING YOUR EMPLOYMENT BY
THE COMPANY OR ANY OF ITS AFFILIATED COMPANIES AND WHICH SHALL NOT BE OR BECOME
PUBLIC KNOWLEDGE (OTHER THAN BY ACTS BY YOU OR YOUR REPRESENTATIVES IN VIOLATION
OF THIS AGREEMENT).
AFTER TERMINATION OF YOUR EMPLOYMENT WITH THE COMPANY, YOU
SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, OR AS MAY OTHERWISE
BE REQUIRED BY LAW OR LEGAL PROCESS, COMMUNICATE OR DIVULGE ANY SUCH
INFORMATION, KNOWLEDGE OR DATA TO ANYONE OTHER THAN THE COMPANY AND THOSE
DESIGNATED BY IT IN WRITING.
YOU ACKNOWLEDGE THAT SUCH ACTIONS COULD CAUSE
IRREPARABLE HARM TO THE COMPANY AND
4
THAT THE COMPANY, IN ADDITION TO ANY OTHER REMEDY, MAY OBTAIN AN INJUNCTION OR
OTHER EQUITABLE RELIEF TO ENFORCE THIS PROVISION.
FURTHERMORE, UPON TERMINATION
OF THIS AGREEMENT, YOU WILL PROMPTLY DELIVER TO THE COMPANY ALL BOOKS,
MEMORANDA, RECORDS AND WRITTEN DATA IN ORIGINAL FORM OF EVERY KIND RELATING TO
THE BUSINESS AND AFFAIRS OF THE COMPANY THAT MAY THEN BE IN YOUR POSSESSION,
CUSTODY OR CONTROL.
8.
NON-COMPETE.
AS AN INDUCEMENT FOR DTS
TO ENTER INTO THE MERGER AGREEMENT AND AS ADDITIONAL CONSIDERATION FOR THE
CONSIDERATION TO BE PAID TO EMPLOYEE UNDER THE MERGER AGREEMENT, YOU AGREE THAT
FOR THE PERIOD COMMENCING ON THE DATE OF THIS AGREEMENT AND ENDING ON THE LATER
OF (I) THE 36-MONTH ANNIVERSARY OF THE DATE HEREOF AND (II) THE DATE ON WHICH
YOU ARE NO LONGER EMPLOYED BY THE COMPANY OR ANY OF ITS AFFILIATES, EXCEPT ON
BEHALF OF THE COMPANY AND ITS AFFILIATES IN ACCORDANCE WITH THIS AGREEMENT, YOU
SHALL NOT, DIRECTLY OR INDIRECTLY, AS EMPLOYEE, AGENT, CONSULTANT, STOCKHOLDER,
DIRECTOR, PARTNER OR IN ANY OTHER INDIVIDUAL OR REPRESENTATIVE CAPACITY, OWN,
OPERATE, MANAGE, CONTROL, ENGAGE IN, INVEST IN OR PARTICIPATE IN ANY MANNER IN,
ACT AS A CONSULTANT OR ADVISOR TO, RENDER SERVICES FOR (ALONE OR IN ASSOCIATION
WITH ANY PERSON, FIRM, CORPORATION OR ENTITY), OR OTHERWISE ASSIST, FOR
COMPENSATION OR OTHERWISE, ANY PERSON OR ENTITY IN THE UNITED STATES OR CANADA
THAT ENGAGES IN OR OWNS, INVESTS IN, OPERATES, MANAGES OR CONTROLS ANY VENTURE
OR ENTERPRISE THAT IS A DIRECT COMPETITOR OF THE COMPANY OR DTS; PROVIDED,
HOWEVER, THAT NOTHING CONTAINED IN THIS AGREEMENT SHALL BE CONSTRUED TO PREVENT
YOU FROM INVESTING IN THE STOCK OF ANY COMPETING CORPORATION LISTED ON A
NATIONAL SECURITIES EXCHANGE OR TRADED IN THE OVER-THE-COUNTER MARKET, BUT ONLY
IF YOU ARE NOT INVOLVED, DIRECTLY OR INDIRECTLY, IN THE BUSINESS OF SAID
CORPORATION AND IF YOU AND YOUR AFFILIATES COLLECTIVELY DO NOT OWN MORE THAN AN
AGGREGATE OF 5% OF THE STOCK OF SUCH CORPORATION, AND SUCH INVESTMENT DOES NOT
VIOLATE THE DTS INSIDER