TO TERMINATE SUCH PERSON'S
EMPLOYMENT, AGENCY OR SERVICE, AS THE CASE MAY BE, WITH THE COMPANY; OR (II)
DIVERT, OR ATTEMPT TO DIVERT, ANY PERSON, CONCERN, OR ENTITY FROM DOING BUSINESS
WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES, OR ATTEMPT TO INDUCE ANY SUCH
PERSON, CONCERN OR ENTITY TO CEASE BEING A CUSTOMER OR SUPPLIER OF THE COMPANY.
7
(D)
NON-DISPARAGEMENT.
THE EXECUTIVE AGREES
THAT, EXCEPT AS REQUIRED BY APPLICABLE LAW, OR COMPELLED BY PROCESS OF LAW, AT
ANY TIME FOLLOWING THE DATE HEREOF, NEITHER HE, NOR ANYONE ACTING ON HIS BEHALF,
SHALL HEREAFTER (I) MAKE ANY DEROGATORY, DISPARAGING OR CRITICAL STATEMENT ABOUT
THE COMPANY, OR ANY OF THE COMPANY'S CURRENT OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS OR LENDERS OR ANY PERSONS WHO WERE OFFICERS, DIRECTORS, EMPLOYEES,
SHAREHOLDERS OR LENDERS OF THE COMPANY; OR (II)
WITHOUT THE COMPANY'S PRIOR
WRITTEN CONSENT, COMMUNICATE, DIRECTLY OR INDIRECTLY, WITH THE PRESS OR OTHER
MEDIA, CONCERNING THE PAST OR PRESENT EMPLOYEES OR BUSINESS OF THE COMPANY.
(E)
RETURN OF DOCUMENTS.
IN THE EVENT OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL
DELIVER TO THE COMPANY ALL OF (I) THE PROPERTY OF THE COMPANY AND (II) THE
DOCUMENTS AND DATA OF ANY NATURE AND IN WHATEVER MEDIUM OF THE COMPANY IN HIS
POSSESSION, AND HE SHALL NOT TAKE WITH HIM ANY SUCH PROPERTY, DOCUMENTS OR DATA
OR ANY REPRODUCTION THEREOF, OR ANY DOCUMENTS CONTAINING OR PERTAINING TO ANY
CONFIDENTIAL INFORMATION.
(F)
WORKS FOR HIRE.
THE EXECUTIVE AGREES
THAT THE COMPANY SHALL OWN ALL RIGHT, TITLE AND INTEREST (INCLUDING PATENT
RIGHTS, COPYRIGHTS, TRADE SECRET RIGHTS, MASK WORK RIGHTS AND OTHER RIGHTS
THROUGHOUT THE WORLD) IN ANY INVENTIONS, WORKS OF AUTHORSHIP, MASK WORKS, IDEAS
OR INFORMATION MADE OR CONCEIVED OR REDUCED TO PRACTICE, IN WHOLE OR IN PART, BY
THE EXECUTIVE (EITHER ALONE OR WITH OTHERS) DURING THE EMPLOYMENT TERM
("DEVELOPMENTS"); PROVIDED, HOWEVER, THAT THE COMPANY SHALL NOT OWN DEVELOPMENTS
FOR WHICH NO EQUIPMENT, SUPPLIES, FACILITY, TRADE SECRET INFORMATION OR
CONFIDENTIAL INFORMATION OF THE COMPANY WAS USED AND WHICH WERE DEVELOPED
ENTIRELY ON EXECUTIVE'S TIME, AND WHICH DO NOT RELATE (A) TO THE BUSINESS OF THE
COMPANY OR ITS AFFILIATES OR (B) TO THE COMPANY'S OR ITS AFFILIATES ACTUAL OR
DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT, AND (II) WHICH DO NOT RESULT
FROM ANY WORK PERFORMED BY THE EXECUTIVE FOR THE COMPANY.
SUBJECT TO THE
FOREGOING, EXECUTIVE WILL PROMPTLY AND FULLY DISCLOSE TO THE COMPANY, OR ANY
PERSONS DESIGNATED BY IT, ANY AND ALL DEVELOPMENTS MADE OR CONCEIVED OR REDUCED
TO PRACTICE OR LEARNED BY THE EXECUTIVE, EITHER ALONE OR JOINTLY WITH OTHERS
DURING THE EMPLOYMENT TERM.
THE EXECUTIVE HEREBY ASSIGNS TO THE COMPANY ALL
RIGHT, TITLE AND INTEREST IN AND TO ANY AND ALL DEVELOPMENTS OWNED BY THE
COMPANY PURSUANT TO THE FIRST SENTENCE OF THIS SECTION 7(F).
THE EXECUTIVE
AGREES TO ASSIST THE COMPANY, AT THE COMPANY'S EXPENSE, TO FURTHER EVIDENCE,
RECORD AND PERFECT SUCH ASSIGNMENTS, AND TO PERFECT, OBTAIN, MAINTAIN, ENFORCE,
AND DEFEND ANY RIGHTS SPECIFIED TO BE SO OWNED OR