COMPELLED TO DO BY LAW OR THE RULES OR REGULATIONS OF ANY
REGULATORY BODY TO WHICH HE IS SUBJECT, INCLUDING FULL AND COMPLETE DISCLOSURE
IN RESPONSE THERETO, IN WHICH EVENT HE AGREES TO PROVIDE THE COMPANY WITH A COPY
OF THE DOCUMENTS SEEKING DISCLOSURE OF SUCH INFORMATION PROMPTLY UPON RECEIPT OF
SUCH DOCUMENTS AND PRIOR TO THEIR DISCLOSURE OF ANY SUCH INFORMATION, SO THAT
THE COMPANY MAY, UPON NOTICE TO EMPLOYEE, TAKE SUCH ACTION AS THE COMPANY DEEMS
APPROPRIATE IN RELATION TO SUCH SUBPOENA OR REQUEST.
(C)
EMPLOYEE AGREES THAT ALL RIGHT, TITLE AND INTEREST TO ALL WORKS OF
WHATEVER NATURE GENERATED IN THE COURSE OF HIS EMPLOYMENT RESIDES WITH THE
COMPANY.
EMPLOYEE AGREES THAT HE WILL RETURN TO THE COMPANY, NOT LATER THAN THE
DATE OF TERMINATION, ALL PROPERTY, IN WHATEVER FORM (INCLUDING COMPUTER FILES
AND OTHER ELECTRONIC DATA), OF THE COMPANY AND ITS AFFILIATES IN HIS POSSESSION,
INCLUDING WITHOUT LIMITATION, ALL COPIES (IN WHATEVER FORM) OF ALL FILES OR
OTHER INFORMATION PERTAINING TO THE COMPANY, ITS OFFICERS, DIRECTORS,
SHAREHOLDERS, CUSTOMERS OR AFFILIATES, AND ANY BUSINESS OR BUSINESS OPPORTUNITY
OF THE COMPANY AND ITS AFFILIATES.
(D)
EMPLOYEE AGREES NOT TO ENGAGE IN ANY ASPECT OF THE SATELLITE BUSINESS (AS
HEREINAFTER DEFINED) DURING THE EMPLOYMENT PERIOD AND FOR ONE YEAR FOLLOWING THE
TERMINATION OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON, OTHER THAN
A TERMINATION BY THE COMPANY WITHOUT URGENT CAUSE OR A TERMINATION BY THE
EMPLOYEE FOR GOOD REASON.
EMPLOYEE SHALL BE DEEMED TO BE ENGAGING IN THE
SATELLITE BUSINESS IF HE DIRECTLY OR INDIRECTLY, WHETHER OR NOT FOR
COMPENSATION, RENDERS PERSONAL SERVICES OF ANY KIND IN ANY CAPACITY FOR ANY
COMPETITOR.
6
For purposes of this Section 7(d):
(I)
THE "SATELLITE BUSINESS" SHALL MEAN THE BUSINESS OF COMMUNICATION
OF ELECTRONIC VIDEO, DATA, VOICE OR OTHER INFORMATION BY TRANSMISSION BY
SATELLITE FOR HIRE OR ANY OTHER BUSINESS IN WHICH THE COMPANY IS ENGAGED FROM
TIME TO TIME DURING THE EMPLOYMENT PERIOD.
(II)
A "COMPETITOR" IS ANY CORPORATION, FIRM, PARTNERSHIP,
PROPRIETORSHIP OR OTHER ENTITY WHICH ENGAGES IN THE SATELLITE BUSINESS.
(E)
THE RESTRICTIONS OF SECTION 7(D) HEREOF SHALL BE DEEMED TO BE SEPARATE
RESTRICTIONS WITH RESPECT TO EACH GEOGRAPHIC AREA, TIME PERIOD AND ACTIVITY
COVERED THEREBY.
EMPLOYEE HEREBY AGREES THAT IF, IN ANY JUDICIAL PROCEEDING, A
COURT SHALL REFUSE TO ENFORCE ANY SUCH SEPARATE RESTRICTION, THEN SUCH
UNENFORCEABLE RESTRICTION SHALL BE DEEMED ELIMINATED FROM THIS AMENDED AGREEMENT
FOR THE PURPOSE OF SUCH PROCEEDING OR ANY OTHER JUDICIAL PROCEEDING, BUT ONLY TO
THE EXTENT NECESSARY TO PERMIT THE REMAINING RESTRICTIONS OF SECTION 7(D) HEREOF
TO BE ENFORCED.
(F)
THE PARTIES HERETO HEREBY DECLARE THAT IT IS IMPOSSIBLE TO MEASURE IN
MONEY THE DAMAGES WHICH WILL ACCRUE TO THE COMPANY BY REASON OF A FAILURE BY
EMPLOYEE TO PERFORM ANY OF HIS OBLIGATIONS UNDER THIS SECTION 7.
ACCORDINGLY,
IF THE COMPANY OR ANY OF ITS AFFILIATES INSTITUTES ANY ACTION OR PROCEEDING TO
ENFORCE THE PROVISIONS HEREOF, TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EMPLOYEE HEREBY WAIVES THE CLAIM OR DEFENSE