INCLUDING BUT NOT LIMITED TO, ANY
(I) PROCESSES, FORMULAS, TRADE SECRETS, INNOVATIONS, INVENTIONS, DISCOVERIES,
IMPROVEMENTS, RESEARCH OR DEVELOPMENT AND TEST RESULTS, SURVEY, SPECIFICATIONS,
DATA AND KNOW-HOW; (II) MARKETING PLANS, BUSINESS PLANS, STRATEGIES, FORECASTS,
UNPUBLISHED FINANCIAL INFORMATION, BUDGETS, PROJECTIONS, PRODUCT PLANS AND
PRICING; (III) PERSONNEL INFORMATION, INCLUDING ORGANIZATIONAL STRUCTURE,
SALARY, AND QUALIFICATIONS OF EXECUTIVES; (IV) CUSTOMER AND SUPPLIER
INFORMATION, INCLUDING IDENTITIES, PRODUCT SALES AND PURCHASE HISTORY OR
FORECASTS AND AGREEMENTS; AND (V) ANY OTHER INFORMATION WHICH IS NOT KNOWN TO
THE PUBLIC (COLLECTIVELY, "CONFIDENTIAL INFORMATION"), OF WHICH YOU WERE, ARE,
OR BECOMES INFORMED OR AWARE DURING THE EMPLOYMENT PERIOD, WHETHER OR NOT
DEVELOPED BY YOU.
2
7.3.
IN THE EVENT THAT YOU SHALL BE IN BREACH OF ANY OF YOUR ABOVE
OBLIGATIONS, YOU SHALL BE LIABLE TO COMPENSATE MRV GROUP IN RESPECT OF ALL
DIRECT DAMAGES AND/OR DIRECT EXPENSES INCURRED BY MRV GROUP AS A RESULT OF SUCH
BREACH, INCLUDING TRIAL COSTS AND LEGAL FEES AND STATUTORY VAT, AND SUCH BEING
WITHOUT DEROGATING FROM ANY OTHER RELIEF AND/OR REMEDY AVAILABLE TO MRV GROUP BY
VIRTUE OF ANY LAW.
8.
UNFAIR COMPETITION AND SOLICITATION.
8.1.
IN ADDITION, YOU HEREBY UNDERTAKE THAT DURING THE PERIOD OF
EMPLOYMENT WITH THE EMPLOYER AND FOR A PERIOD OF 24 MONTHS FROM THE EFFECTIVE
DATE, YOU SHALL NOT, ANYWHERE IN THE WORLD, DO BUSINESS, AS AN EMPLOYEE,
INDEPENDENT CONTRACTOR, CONSULTANT OR OTHERWISE, AND SHALL NOT DIRECTLY OR
INDIRECTLY PARTICIPATE IN OR ACCEPT ANY POSITION, PROPOSAL OR JOB OFFER THAT MAY
DIRECTLY COMPETE WITH OR HARM MRV GROUP BASED ON ALL ACTIVITIES KNOWN TO YOU AS
OF THE EFFECTIVE DATE THAT THE COMPANY ENGAGES IN, OR IS ABOUT TO BE ENGAGED IN
(THE "COMPETITIVE OCCUPATION") OR WHICH IS REASONABLY LIKELY TO INVOLVE OR
REQUIRE THE USE OF ANY OF THE MRV GROUP'S MAJOR ASSETS (AS DEFINED BELOW),
WITHOUT THE WRITTEN CONSENT OF THE COMPANY'S CHIEF EXECUTIVE OFFICER.
8.2.
IN ADDITION, YOU UNDERTAKE NOT TO APPROACH AND/OR SOLICIT
AND/OR RECRUIT ANY EMPLOYEE OR FORMER EMPLOYEE (AS DEFINED BELOW) OF THE
EMPLOYER AND/OR COMPANY TO LEAVE THE EMPLOYER AND/OR COMPANY FOR A PERIOD OF 24
MONTHS FROM THE EFFECTIVE DATE, AND THE HIRING BY YOU OR YOUR FUTURE EMPLOYER
(IF WITH YOUR KNOWLEDGE PRIOR TO A HIRING DECISION) OF AN EMPLOYEE OR FORMER
EMPLOYEE OF THE EMPLOYER OR COMPANY DURING SUCH 24-MONTH PERIOD SHALL BE
CONSIDERED A MATERIAL BREACH OF THIS AGREEMENT.
FOR PURPOSES OF THIS PARAGRAPH,
A "FORMER EMPLOYEE" IS DEFINED AS A PERSON WHO WAS EMPLOYED BY THE EMPLOYER
AND/OR COMPANY AT ANY TIME WITHIN THE PERIOD FROM THREE MONTHS PRIOR TO THE
EFFECTIVE DATE THROUGH TWO YEARS AFTER THE EFFECTIVE DATE.
8.3.
THE FOREGOING SHALL APPLY IRRESPECTIVE OF WHETHER THE
COMPETITIVE OCCUPATION IS CARRIED OUT BY YOU ALONE OR IN COOPERATION WITH OTHERS
AND SHALL APPLY TO THE PARTICIPATION OF YOU IN A COMPETITIVE OCCUPATION, WHETHER
AS A CONTROLLING SHAREHOLDER OR AS AN INTERESTED PARTY.
9.
OWNERSHIP OF INVENTIONS.
9.1.
YOU HEREBY ASSIGN TO THE EMPLOYER, ALL OF YOUR RIGHTS, TITLE
AND INTEREST IN AND TO