PURPOSES OF THIS
AGREEMENT, "DISABILITY" SHALL MEAN THAT (I) FOR ANY PERIOD OF ONE HUNDRED AND
TWENTY (120) CONSECUTIVE DAYS, OR (II) FOR ONE HUNDRED AND TWENTY (120) DAYS IN
ANY PERIOD OF TWO HUNDRED AND SEVENTY (270) CONSECUTIVE DAYS, EXECUTIVE IS
ABSENT OR UNABLE TO PERFORM EXECUTIVE'S DUTIES WITH THE COMPANY ON A FULL TIME
BASIS AS A RESULT OF INCAPACITY DUE TO MENTAL OR PHYSICAL ILLNESS.
EXECUTIVE
MAY BE TERMINATED BY WRITTEN NOTICE TO EXECUTIVE FROM THE COMPANY AT ANY TIME
AFTER THE EXECUTIVE MEETS THE DEFINITION OF DISABILITY UPON ONE (1) MONTH'S
PRIOR NOTICE.
EXECUTIVE OPTIONS AND SHARES
6
ACQUIRED PURSUANT TO THE EXERCISE OF OPTIONS SHALL BE SUBJECT TO THE APPLICABLE
PROVISIONS OF THE 2002 IHS GROUP INC. NON-QUALIFIED STOCK OPTION PLAN OR SUCH
OTHER PLAN PURSUANT TO WHICH SUCH OPTIONS WERE GRANTED.
5.
PROPRIETARY RIGHTS.
5.1
INVENTION AND NON-DISCLOSURE AGREEMENT.
SIMULTANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT, EXECUTIVE WILL EXECUTE
AND DELIVER TO THE COMPANY AN EMPLOYEE INVENTION AND NON-DISCLOSURE AGREEMENT IN
THE FORM ATTACHED HERETO AS EXHIBIT A.
AS USED IN THE EMPLOYEE INVENTION AND
NON-DISCLOSURE AGREEMENT, THE TERM "CONFIDENTIAL INFORMATION" SHALL INCLUDE,
WITHOUT LIMITATION, ALL CONFIDENTIAL OR PROPRIETARY INFORMATION OF CERA KNOWN TO
EXECUTIVE ON THE DATE HEREOF.
ANYTHING IN THE EMPLOYEE INVENTION AND
NON-DISCLOSURE AGREEMENT TO THE CONTRARY NOTWITHSTANDING, IT IS UNDERSTOOD THAT
INTELLECTUAL PROPERTY CREATED BY EXECUTIVE SOLELY IN CONNECTION WITH THE
PERMITTED OUTSIDE ACTIVITIES SHALL BE THE EXCLUSIVE PROPERTY OF EXECUTIVE IN
RESPECT OF WHICH THE COMPANY SHALL HAVE NO RIGHTS WHATSOEVER EXCEPT TO THE
EXTENT ANY SUCH RIGHTS ARE HEREAFTER GRANTED BY EXECUTIVE TO THE COMPANY IN
WRITING.
6.
NON-COMPETITION AND NON-SOLICITATION.
EXECUTIVE AGREES THAT FOR A PERIOD OF ONE YEAR FOLLOWING TERMINATION OF
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, UNLESS EXECUTIVE'S EMPLOYMENT IS
TERMINATED EFFECTIVE PRIOR TO THE THIRD ANNIVERSARY OF THE DATE HEREOF BY THE
COMPANY OTHER THAN PURSUANT TO SECTION 4.3 ABOVE OR BY EXECUTIVE FOR GOOD
REASON, EXECUTIVE WILL NOT (I) FOR HIMSELF OR ON BEHALF OF ANY OTHER PERSON OR
ENTITY, IN THE UNITED STATES OF AMERICA OR ELSEWHERE IN THE WORLD, DIRECTLY OR
INDIRECTLY, ENGAGE IN, ACQUIRE ANY FINANCIAL OR BENEFICIAL INTEREST IN (EXCEPT
AS PROVIDED IN THE NEXT SENTENCE), BE EMPLOYED BY, CONSULT FOR, OWN, MANAGE,
OPERATE, CONTROL OR OTHERWISE PARTICIPATE IN OR WITH ANY PERSON OR ENTITY WHICH
IS ENGAGED IN, ANY BUSINESS THAT COMPETES WITH THE SYNDICATED ENERGY RESEARCH
BUSINESS (DEFINED BELOW), OR (II) SOLICIT OR ATTEMPT TO ENTICE AWAY FROM IHS
ENERGY GROUP, OR OTHERWISE INTERFERE WITH THE BUSINESS RELATIONSHIP OF IHS
ENERGY GROUP WITH, ANY PERSON OR BUSINESS ENTITY WHO IS, OR WAS DURING THE THREE
YEAR PERIOD PRIOR TO EXECUTIVE'S TERMINATION OF EMPLOYMENT, A CUSTOMER OR
EMPLOYEE OF, CONSULTANT OR SUPPLIER TO, OR OTHER PERSON OR ENTITY HAVING
MATERIAL BUSINESS RELATIONS WITH, IHS ENERGY GROUP.
NOTWITHSTANDING THE
PRECEDING SENTENCE, EXECUTIVE MAY PURCHASE OR OTHERWISE ACQUIRE UP TO ONE
PERCENT OF ANY CLASS OF SECURITIES OF ANY ENTITY (BUT WITHOUT OTHERWISE
PARTICIPATING IN THE ACTIVITIES OF SUCH ENTITY)