OR, IN THE WRITTEN OPINION OF
EXECUTIVE'S COUNSEL, BY THE REQUIREMENTS OF APPLICABLE LAW, BUT ONLY UPON
SATISFACTION OF THE FOLLOWING CONDITIONS:
(I) THE EXECUTIVE GIVES PROMPT
WRITTEN NOTICE TO THE CHAIRMAN OF THE BOARD OF THE EXISTENCE OF, AND THE
CIRCUMSTANCES ATTENDANT TO, SUCH REQUEST, SUFFICIENT TO PERMIT THE COMPANY, PSI
OR AN AFFILIATE TO CONTEST OR SEEK TO RESTRICT THE REQUIRED DISCLOSURE (II) THE
EXECUTIVE CONSULTS WITH THE CHAIRMAN OF THE BOARD AS TO THE ADVISABILITY OF
TAKING LEGALLY AVAILABLE STEPS TO RESIST OR NARROW ANY SUCH REQUEST OR OTHERWISE
TO ELIMINATE THE NEED FOR SUCH DISCLOSURE, (III) IF DISCLOSURE IS REQUIRED, THE
EXECUTIVE COOPERATES WITH THE CHAIRMAN OF THE BOARD IN OBTAINING A PROTECTIVE
ORDER OR OTHER RELIABLE ASSURANCE IN FORM AND SUBSTANCE SATISFACTORY TO THE
CHAIRMAN OF THE BOARD THAT CONFIDENTIAL TREATMENT WILL BE ACCORDED TO SUCH
PORTION OF THE CONFIDENTIAL INFORMATION AS IS REQUIRED TO BE DISCLOSED, AND (IV)
THAT EXECUTIVE DISCLOSED ONLY SUCH CONFIDENTIAL INFORMATION AS IS LEGALLY
REQUIRED (OR, WHERE APPLICABLE, ONLY SUCH INFORMATION AS THE WRITTEN OPINION OF
EXECUTIVE'S COUNSEL DEEMS REQUIRED).
C.
CONFIDENTIAL INFORMATION OF OTHERS.
THE EXECUTIVE SHALL NOT
DISCLOSE TO THE COMPANY, PSI OR THEIR AFFILIATES, OR INDUCE THEM TO USE, THE
PROPRIETARY INFORMATION, TRADE SECRETS, OR CONFIDENTIAL INFORMATION OF OTHERS.
D.
DISCLOSURE.
UPON EACH OCCURRENCE OF CONCEPTION, CREATION, AND/OR
REDUCTION TO PRACTICE, THE EXECUTIVE WILL PROMPTLY PROVIDE A WRITTEN DESCRIPTION
OF EACH INVENTION (AS HEREINAFTER DEFINED) TO THE BOARD OR ITS DESIGNEE.
E.
ASSIGNMENT AND OWNERSHIP OF RIGHTS.
THE EXECUTIVE AGREES THAT
ALL INVENTIONS SHALL AND, TO THE EXTENT NECESSARY, SHALL BECOME AND REMAIN THE
PROPERTY OF PSI OR THE COMPANY, AND THEIR SUCCESSORS AND ASSIGNS, UNLESS
EXPRESSLY RELEASED BY PSI AND THE COMPANY IN WRITING.
THE EXECUTIVE ASSIGNS,
AND TO THE EXTENT SUCH ASSIGNMENT IS NOT EFFECTIVE, THE EXECUTIVE AGREES TO
ASSIGN ALL SUCH INVENTIONS TO PSI OR THE COMPANY.
THE EXECUTIVE AGREES THAT ALL
COPYRIGHTABLE WORKS CREATED FOR PSI OR THE COMPANY DURING THE EXECUTIVE'S
EMPLOYMENT ARE OWNED BY PSI OR THE COMPANY AND, IF NECESSARY OR APPROPRIATE, ARE
WORKS MADE FOR HIRE.
F.
OBTAINING PATENTS.
PSI OR THE COMPANY SHALL HAVE SOLE DISCRETION
TO DECIDE WHETHER TO OBTAIN ANY PATENT OR OTHER PROTECTION ON ANY INVENTION.
IF
PSI OR THE COMPANY SEEKS ANY SUCH PROTECTION, THE EXECUTIVE SHALL HAVE NO
OBLIGATION TO PAY ANY EXPENSES OF THE FILING OR MAINTENANCE OF ANY SUCH PATENT
OR OTHER PROTECTION.
G.
INVENTIONS.
"INVENTIONS" MEANS (I) ANY INVENTION, DEVELOPMENT,
IMPROVEMENT, OR COPYRIGHTABLE WORK, (II) CREATED, CONCEIVED, OR REDUCED TO
PRACTICE BY THE EXECUTIVE INDIVIDUALLY OR JOINTLY WITH OTHERS WHILE THE
EXECUTIVE IS EMPLOYED BY THE COMPANY, PSI OR THEIR AFFILIATES OR WITHIN A
SIX-MONTH PERIOD FOLLOWING TERMINATION OF THE EXECUTIVE'S EMPLOYMENT, (III)
WHETHER PATENTABLE OR NOT, (IV) WHETHER OR NOT CONCEIVED OR REDUCED TO PRACTICE
DURING REGULAR WORKING HOURS, (V) THAT RELATES TO ANY METHODS, APPARATUS,
PRODUCTS, OR COMPONENTS THEREOF WHICH, BEFORE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT, ARE MANUFACTURED, SOLD, LEASED, OR USED BY THE COMPANY, PSI OR THEIR