THE COMPANY ALL MEMORANDA, NOTES, PLANS, RECORDS,
REPORTS AND OTHER DOCUMENTS (AND COPIES THEREOF) RELATING TO
3
THE BUSINESS OF THE COMPANY OR ITS SUBSIDIARIES (INCLUDING, WITHOUT LIMITATION,
ALL CONFIDENTIAL INFORMATION) THAT HE MAY THEN POSSESS OR HAVE UNDER HIS
CONTROL.
(B)
OWNERSHIP OF INTELLECTUAL PROPERTY.
EXECUTIVE AGREES TO MAKE
PROMPT AND FULL DISCLOSURE TO THE COMPANY OR ITS SUBSIDIARIES, AS THE CASE MAY
BE, OF ALL IDEAS, DISCOVERIES, TRADE SECRETS, INVENTIONS, INNOVATIONS,
IMPROVEMENTS, DEVELOPMENTS, METHODS OF DOING BUSINESS, PROCESSES, PROGRAMS,
DESIGNS, ANALYSES, DRAWINGS, REPORTS, DATA, SOFTWARE, FIRMWARE, LOGOS AND ALL
SIMILAR OR RELATED INFORMATION
(WHETHER OR NOT PATENTABLE AND WHETHER OR NOT
REDUCED TO PRACTICE) THAT RELATE TO THE COMPANY'S OR ITS SUBSIDIARIES' ACTUAL OR
ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT, OR EXISTING OR FUTURE PRODUCTS
OR SERVICES AND THAT ARE CONCEIVED, DEVELOPED, ACQUIRED, CONTRIBUTED TO, MADE,
OR REDUCED TO PRACTICE BY EXECUTIVE (EITHER SOLELY OR JOINTLY WITH OTHERS) WHILE
EMPLOYED BY THE COMPANY OR ITS SUBSIDIARIES AND FOR A PERIOD THEREAFTER ENDING
ON SEPTEMBER 21, 2007 (COLLECTIVELY, "WORK PRODUCT").
ANY COPYRIGHTABLE WORK
FALLING WITHIN THE DEFINITION OF WORK PRODUCT SHALL BE DEEMED A "WORK MADE FOR
HIRE" UNDER THE COPYRIGHT LAWS OF THE UNITED STATES, AND OWNERSHIP OF ALL RIGHTS
THEREIN SHALL VEST IN THE COMPANY OR ITS SUBSIDIARY.
TO THE EXTENT THAT ANY
WORK PRODUCT IS NOT DEEMED TO BE A "WORK MADE FOR HIRE," EXECUTIVE HEREBY
ASSIGNS AND AGREES TO ASSIGN TO THE COMPANY OR SUCH SUBSIDIARY ALL RIGHT, TITLE
AND INTEREST, INCLUDING WITHOUT LIMITATION, THE INTELLECTUAL PROPERTY RIGHTS
THAT EXECUTIVE MAY HAVE IN AND TO SUCH WORK PRODUCT.
EXECUTIVE SHALL PROMPTLY
PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD TO ESTABLISH AND CONFIRM
THE COMPANY'S OR SUCH SUBSIDIARY'S OWNERSHIP (INCLUDING, WITHOUT LIMITATION,
PROVIDING TESTIMONY AND EXECUTING ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY, AND
OTHER INSTRUMENTS).
(C)
THIRD PARTY INFORMATION. EXECUTIVE UNDERSTANDS THAT THE COMPANY
AND ITS SUBSIDIARIES HAVE RECEIVED FROM THIRD PARTIES CONFIDENTIAL OR
PROPRIETARY INFORMATION ("THIRD PARTY INFORMATION") SUBJECT TO A DUTY ON THE
COMPANY'S AND ITS SUBSIDIARIES' PART TO MAINTAIN THE CONFIDENTIALITY OF SUCH
INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED PURPOSES.
WITHOUT IN ANY WAY
LIMITING THE PROVISIONS OF SECTION 3(A) ABOVE, EXECUTIVE WILL HOLD THIRD PARTY
INFORMATION IN THE STRICTEST CONFIDENCE AND WILL NOT DISCLOSE TO ANYONE (OTHER
THAN PERSONNEL OF THE COMPANY OR ITS SUBSIDIARIES WHO NEED TO KNOW SUCH
INFORMATION IN CONNECTION WITH THEIR WORK FOR THE COMPANY OR SUCH SUBSIDIARIES)
OR USE, SUCH THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY A MEMBER OF
THE BOARD IN WRITING.
4.
NON-COMPETE, NON-SOLICITATION.
(A)
IN FURTHER CONSIDERATION OF THE COMPENSATION TO BE PAID TO
EXECUTIVE HEREUNDER, EXECUTIVE ACKNOWLEDGES THAT DURING THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES HE BECAME FAMILIAR WITH THE
COMPANY'S TRADE SECRETS AND WITH OTHER CONFIDENTIAL INFORMATION CONCERNING THE
COMPANY AND ITS PREDECESSORS AND ITS SUBSIDIARIES AND THAT HIS SERVICES SHALL BE
OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND ITS SUBSIDIARIES,
AND THEREFORE, EXECUTIVE AGREES THAT, FROM THE DATE OF