REJOINING FRIED, FRANK, HARRIS, SHRIVER & JACOBSON LLP (OR ANY OF ITS
SUCCESSORS OR AFFILIATES) AS A PARTNER, MEMBER OR EMPLOYEE, AND ACTING IN SUCH
CAPACITY OR (II) ACTING AS AN ATTORNEY (AS PARTNER, SHAREHOLDER, MEMBER OR
EMPLOYEE) OR AS VICE PRESIDENT, DIRECTOR OR MANAGING DIRECTOR OR SIMILAR
POSITION AT ANY OTHER LAW FIRM, INVESTMENT BANKING FIRM OR CONSULTING FIRM,
INSTITUTIONAL INVESTOR OR SIMILAR ENTITY, IN EACH CASE SO LONG AS THE EXECUTIVE
TAKES REASONABLE STEPS TO INSULATE HIMSELF FROM THE BUSINESSES AND ACTIVITIES OF
ANY SUCH ENTITY THAT RELATE TO THE CORE BUSINESSES DURING ANY PERIOD THAT THIS
SECTION 9(B) IS IN EFFECT.
(C)
PROPRIETARY RIGHTS.
THE EXECUTIVE ASSIGNS
ALL OF THE EXECUTIVE'S INTEREST IN ANY AND ALL INVENTIONS, DISCOVERIES,
IMPROVEMENTS AND PATENTABLE OR COPYRIGHTABLE WORKS INITIATED, CONCEIVED OR MADE
BY THE EXECUTIVE, EITHER ALONE OR IN CONJUNCTION WITH OTHERS, DURING THE
EMPLOYMENT TERM AND RELATED TO THE BUSINESS OR ACTIVITIES OF ANY MEMBER OF THE
COMPANY AFFILIATED GROUP TO THE COMPANY OR ITS NOMINEE.
WHENEVER REQUESTED TO
DO SO BY THE COMPANY, THE EXECUTIVE SHALL EXECUTE ANY AND ALL APPLICATIONS,
ASSIGNMENTS OR OTHER INSTRUMENTS THAT THE COMPANY SHALL IN GOOD FAITH DEEM
NECESSARY TO APPLY FOR AND OBTAIN TRADEMARKS, PATENTS OR COPYRIGHTS OF THE
UNITED STATES OR ANY FOREIGN COUNTRY OR OTHERWISE PROTECT THE INTEREST OF ANY
MEMBER OF THE COMPANY AFFILIATED GROUP THEREIN.
THESE OBLIGATIONS SHALL
CONTINUE BEYOND THE CONCLUSION OF THE EMPLOYMENT TERM WITH RESPECT TO
INVENTIONS, DISCOVERIES,
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IMPROVEMENTS OR COPYRIGHTABLE WORKS INITIATED, CONCEIVED OR MADE BY THE
EXECUTIVE DURING THE EMPLOYMENT TERM.
(D)
ACKNOWLEDGMENT.
THE EXECUTIVE EXPRESSLY
RECOGNIZES AND AGREES THAT THE RESTRAINTS IMPOSED BY THIS SECTION 9 ARE
REASONABLE AS TO TIME AND GEOGRAPHIC SCOPE AND ARE NOT OPPRESSIVE.
THE
EXECUTIVE FURTHER EXPRESSLY RECOGNIZES AND AGREES THAT THE RESTRAINTS IMPOSED BY
THIS SECTION 9 REPRESENT A REASONABLE AND NECESSARY RESTRICTION FOR THE
PROTECTION OF THE LEGITIMATE INTERESTS OF THE COMPANY AFFILIATED GROUP, THAT THE
FAILURE BY THE EXECUTIVE TO OBSERVE AND COMPLY WITH THE COVENANTS AND AGREEMENTS
IN THIS SECTION 9 WILL CAUSE IRREPARABLE HARM TO THE COMPANY AFFILIATED GROUP,
THAT IT IS AND WILL CONTINUE TO BE DIFFICULT TO ASCERTAIN THE HARM AND DAMAGES
TO THE COMPANY AFFILIATED GROUP THAT SUCH A FAILURE BY THE EXECUTIVE WOULD
CAUSE, THAT THE CONSIDERATION RECEIVED BY THE EXECUTIVE FOR ENTERING INTO THESE
COVENANTS AND AGREEMENTS IS FAIR, THAT THE COVENANTS AND AGREEMENTS AND THEIR
ENFORCEMENT WILL NOT DEPRIVE THE EXECUTIVE OF AN ABILITY TO EARN A REASONABLE
LIVING, AND THAT THE EXECUTIVE HAS ACQUIRED KNOWLEDGE AND SKILLS IN THIS FIELD
THAT WILL ALLOW THE EXECUTIVE TO OBTAIN EMPLOYMENT WITHOUT VIOLATING THESE
COVENANTS AND AGREEMENTS.
THE EXECUTIVE FURTHER EXPRESSLY ACKNOWLEDGES THAT THE
EXECUTIVE HAS RECEIVED AN OPPORTUNITY TO CONSULT INDEPENDENT COUNSEL BEFORE
EXECUTING THIS AGREEMENT.
10.
INDEMNIFICATION.
(A)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
THE COMPANY SHALL INDEMNIFY THE EXECUTIVE AGAINST, AND SAVE AND HOLD THE
EXECUTIVE HARMLESS FROM, ANY DAMAGES, LIABILITIES, LOSSES, JUDGMENTS, PENALTIES,
FINES, AMOUNTS PAID OR TO BE PAID IN
15