Common use of OBLIGATIONS OF THE OPTIONEE Clause in Contracts

OBLIGATIONS OF THE OPTIONEE. As a condition of the grant of options --------------------------- to the Optionee made hereby, the Optionee agrees as follows: (a) During his or her employment by the Company, its parent or any Participating Subsidiary, the Optionee shall devote his or her exclusive business services to the Company, its parent or any Participating Subsidiary and he or she shall not accept any position, employment, gratuity, compensation or the like from any person or entity which is engaged in any aspect of the business activities conducted or engaged in by the Company. (b) The Optionee shall not, during his or her employment by the Company, its parent or any Participating Subsidiary, or at any time thereafter, directly or indirectly, use, divulge, furnish or make accessible to any one other than the Company, its parent or any Participating Subsidiary, their directors and officers (otherwise than in the regular course of the business of the Company), any knowledge or information with respect to (i) confidential *(a) is applicable to employees only. information concerning, for example (but not by way of limitation), the business, business methods and practices, market data, projections, plans, budgets, financial information of all kinds and descriptions, system data, operations data, employment data, secret processes, plans, formulae, data (including cost data), drawings, specifications, methods, technology, "know- how", or material relating to the business, products or activities of the Company and its affiliates ("Confidential Information"), or (ii) any customer usages and requirements or any customer lists of the Company. The Optionee shall not, upon leaving the Company, its parent or any Participating Subsidiary, without the prior written consent of the Company, take with him or her any Confidential Information. (c) Any inventions, processes, discoveries, "know-how" and improvements (regardless of whether the inventions, processes, discoveries, "know how" and improvements are patentable and whether or not they are made, conceived or reduced to practice during working hours or with the Company's facilities or otherwise), and any and all patent rights, letters patent, copyrights, trademarks, trade names, and applications therefor in the United States and all other countries, and any and all rights and interests in, to and under the same, conceived, reduced to practice, acquired or possessed by the Optionee (either solely or jointly with others) during his or her employment or engagement by the Company, its parent or any Participating Subsidiary, relating in any way to the Confidential Information, shall become the absolute property of the Company and shall at all times and for all purposes be regarded as acquired and held by the Optionee in a fiduciary capacity for the sole benefit of the Company, and the Optionee agrees that, upon request, he or she will promptly make all disclosures, execute all instruments and papers, and perform all acts necessary or desired by the Company to vest and confirm in the Company all rights that may be necessary or desirable to enable the Company to secure and enjoy the full benefit and advantages thereof. (d) For the period of Optionee's employment or engagement, and for one (1) year thereafter, Optionee shall not hire or solicit any person who is then an employee of the Company for employment by Optionee or any other party. (e) In the event that any provision of this Paragraph 12 shall be determined by a court with jurisdiction in respect thereof to be against public policy or otherwise unenforceable, the remaining provisions of this Paragraph 12 shall continue in full force and effect. The Company and Optionee consent that any provisions of this Paragraph 12 which shall be determined by a court with jurisdiction in respect thereof to be overly broad shall be given the maximum permitted meaning and enforced accordingly. (f) The Optionee agrees that the remedy at law for any breach by him or her of any of the provisions of this Paragraph 12 will be inadequate, and that the Company shall be entitled to injunctive relief for any such breach. (g) The provisions of this Paragraph 12 shall survive the termination of this Agreement.

OBLIGATIONS OF THE OPTIONEE. As a condition of the grant of options --------------------------- to the Optionee made hereby, the Optionee agrees as follows: (a) During his or her employment by the Company, its parent or any Participating Subsidiary, the Optionee shall devote his or her exclusive business services to the Company, its parent or any Participating Subsidiary and he or she shall not accept any position, employment, gratuity, compensation or the like from any person or entity which is engaged in any aspect of the business activities conducted or engaged in by the Company. (b) The Optionee shall not, during his or her employment by the Company, its parent or any Participating Subsidiary, or at any time thereafter, directly or indirectly, use, divulge, furnish or make accessible to any one other than the Company, its parent or any Participating Subsidiary, their directors and officers (otherwise than in the regular course of the business of the Company), any knowledge or information with respect to (i) confidential *information ___________________ * (a) is applicable to employees only. information concerning, for example (but not by way of limitation), the business, business methods and practices, market data, projections, plans, budgets, financial information of all kinds and descriptions, system data, operations data, employment data, secret processes, plans, formulae, data (including cost data), drawings, specifications, methods, technology, "know- know-how", or material relating to the business, products or activities of the Company and its affiliates ("Confidential Information"), or (ii) any customer usages and requirements or any customer lists of the Company. The Optionee shall not, upon leaving the Company, its parent or any Participating Subsidiary, without the prior written consent of the Company, take with him or her any Confidential Information. (c) Any inventions, processes, discoveries, "know-how" and improvements (regardless of whether the inventions, processes, discoveries, "know how" and improvements are patentable and whether or not they are made, conceived or reduced to practice during working hours or with the Company's facilities or otherwise), and any and all patent rights, letters patent, copyrights, trademarks, trade names, and applications therefor in the United States and all other countries, and any and all rights and interests in, to and under the same, conceived, reduced to practice, acquired or possessed by the Optionee (either solely or jointly with others) during his or her employment or engagement by the Company, its parent or any Participating Subsidiary, relating in any way to the Confidential Information, shall become the absolute property of the Company and shall at all times and for all purposes be regarded as acquired and held by the Optionee in a fiduciary capacity for the sole benefit of the Company, and the Optionee agrees that, upon request, he or she will promptly make all disclosures, execute all instruments and papers, and perform all acts necessary or desired by the Company to vest and confirm in the Company all rights that may be necessary or desirable to enable the Company to secure and enjoy the full benefit and advantages thereof. (d) For the period of Optionee's employment or engagement, and for one (1) year thereafter, Optionee shall not hire or solicit any person who is then an employee of the Company for employment by Optionee or any other party. (e) In the event that any provision of this Paragraph 12 shall be determined by a court with jurisdiction in respect thereof to be against public policy or otherwise unenforceable, the remaining provisions of this Paragraph 12 shall continue in full force and effect. The Company and Optionee consent that any provisions of this Paragraph 12 which shall be determined by a court with jurisdiction in respect thereof to be overly broad shall be given the maximum permitted meaning and enforced accordingly. (f) The Optionee agrees that the remedy at law for any breach by him or her of any of the provisions of this Paragraph 12 will be inadequate, and that the Company shall be entitled to injunctive relief for any such breach. (g) The provisions of this Paragraph 12 shall survive the termination of this Agreement.