OF THE OBLIGATIONS OF SECTION 8(A) IF EXECUTIVE DISCLOSES CONFIDENTIAL
INFORMATION AS REQUIRED BY JUDICIAL OR ADMINISTRATIVE PROCESS 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,