Common use of Duties and Obligations of Employee Clause in Contracts

Duties and Obligations of Employee. Section 2.01 Grimley shall serve as Comptxxxxxx and Chief Financial Officer. In his capacity as Comptroller and Chief Financial Officer of McHenry, Grimley shall do anx xxxxxrm xxx xxrvices, acts, or things necessary or advisable to fulfill the duties of a corporate comptroller, including carefully and accurately causing to be prepared books of accounts, balance sheets, and operating statements, and examination and reporting of expenditures of McHenry, subject at all timex xx xxe policies set by McHenry's Board of Directors, xxx xx the consent of the Board or the Executive Committee of the Board when required by the terms of this contract. (a) Grimley shall devote his entxxx xxxductive time, ability, and attention to the business of McHenry during the term of txxx xxxtract. (b) Grimley shall not engage in xxx xxxer business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenry's Board of Directors xx Xxxxxtive Committee. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive Committee. (c) This agreement shall not be interpreted to prohibit Grimley from making passive xxxxxxxl investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley shall not directly ox xxxxxectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenry. Section 2.03 Xxxxxg the term of this contract, Grimley shall not, directly xx xxxxrectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Section 2.04 Xxxxxey hereby represents anx xxxxxs that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights or remedies that McHenry may possess, shall bx xxxxxled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Grimley. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley shall have access to xxx xxcome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxn, financial, personnel, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation of McHenry's business, and that xxxx xxxormation constitutes McHenry's trade secrets. (b) Grimley specifically agrees xxxx xx shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley acknowledges and agrxxx xxxt the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx xx Xrimley during the course of xxx xxployment under this agreement, including information concerning McHenry's current or any futxxx xxx xroposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee promises and agrees not to engage in any unfair competition with McHenry, either during the txxx xx this agreement or at any other time thereafter. (d) Grimley further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall xxx xx removed from the premises of McHenry.

Duties and Obligations of Employee. General Duties Section 2.01 Grimley 2.1 As of the date set forth in Section 8.8, Employee shall serve as Comptxxxxxx Employer's President & Chief Executive Officer, and he shall also serve as a member of Employer's Board of Directors. Prior to such date, Employee shall continue to serve in his current capacity as Executive Vice-President working under the direction of and reporting to Michael D'Addio, the Company's current President and Chief Financial OfficerExecutxxx Xxxicer. In his capacity as Comptroller President and Chief Financial Officer of McHenryExecutive Officer, Grimley Employee shall do anx xxxxxrm xxx xxrvicesand perform all services, acts, acts or things necessary or advisable to fulfill in accordance with the duties of a corporate comptroller, including carefully and accurately causing to be prepared books of accounts, balance sheets, and operating statements, and examination and reporting of expenditures of McHenry, subject at all timex xx xxe policies set by McHenryEmployer's Board of Directors. Employee shall perform such services primarily in Campbell, xxx xx California, which shall serve as the consent Employer's principal facility, except that the parties understand that temporary travel on Employer's business to other sites shall be required. The parties may designate another location for Employee to primarily perform his services; provided, however, that Employee's permanent place of the Board or the Executive Committee of the Board when required by the terms of this contract.employment shall not be more than fifty miles from Campbell, California absent Employee's written consent. Devotion to Employer's Business (a) Grimley Employee shall devote substantially all his entxxx xxxductive productive time, ability, ability and attention to the business of McHenry Employer during the term of txxx xxxtractemployment term. (b) Grimley Employee shall not engage in xxx xxxer any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenry's the Board of Directors xx Xxxxxtive Committeeexcept for (1) boards of directors of private companies on which Employee currently serves and (2) other boards of directors to which Employee shall not devote more than 16 hours of service per month (measured on an annual basis). However, the expenditure of reasonable amounts of time for educationaleducation, charitable, charitable or professional activities shall not be deemed a breach of this agreement Agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive CommitteeAgreement. (c) This agreement In addition to Employee's providing occasional service as a member of the Board(s) of Directors as provided above, this Agreement shall not be interpreted to prohibit Grimley Employee from making passive xxxxxxxl personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley shall not directly ox xxxxxectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenryAgreement. Section 2.03 Xxxxxg the term of this contract, Grimley shall not, directly xx xxxxrectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Section 2.04 Xxxxxey hereby represents anx xxxxxs that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights or remedies that McHenry may possess, shall bx xxxxxled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Grimley. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley shall have access to xxx xxcome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxn, financial, personnel, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation of McHenry's business, and that xxxx xxxormation constitutes McHenry's trade secrets. (b) Grimley specifically agrees xxxx xx shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley acknowledges and agrxxx xxxt the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx xx Xrimley during the course of xxx xxployment under this agreement, including information concerning McHenry's current or any futxxx xxx xroposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee promises and agrees not to engage in any unfair competition with McHenry, either during the txxx xx this agreement or at any other time thereafter. (d) Grimley further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall xxx xx removed from the premises of McHenry.

Duties and Obligations of Employee. Title and Description of Duties Section 2.01 Grimley 2.01. Employee shall serve as Comptxxxxxx Vice President for Administration and Chief Financial OfficerGeneral Counsel of THE WORLD WIDE MAGIC NET, INC. In his capacity as Comptroller and Chief Financial Officer of McHenrythat capacity, Grimley Employee shall do anx xxxxxrm xxx xxrvicesand perform all services, acts, or things necessary or advisable to fulfill the duties of a corporate comptrollervice president and General Counsel. However, including carefully and accurately causing Employee shall at all times be subject to be prepared books the direction of accounts, balance sheetsthe President, and operating statements, and examination and reporting of expenditures of McHenry, subject at all timex xx xxe to the policies set established by McHenry's the Board of Directors, xxx xx of Employer. Xxxxx and Conscientious Performance of Duties Section 2.02. Employee agrees that to the consent best of his ability and experience he will at all times loyally and conscientiously perform all of the Board duties and obligations required of him either expressly or the Executive Committee of the Board when required implicitly by the terms of this contract.agreement. Devotion of Entire Time to Employer's Business (a) Grimley Employee shall devote his entxxx xxxductive entire productive time, ability, and attention to the business of McHenry Employer during the term of txxx xxxtractthis contract. (b) Grimley During the term of this agreement, Employee shall not engage in xxx xxxer any other business duties or pursuits whatsoever. Furthermore, or during the term of this agreement, Employee shall not, whether directly or indirectly indirectly, render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenryEmployer's Board of Directors xx Xxxxxtive CommitteePresident. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities activities, including pursuit of a legal practice, shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive CommitteePresident. (c) This agreement shall not be interpreted to prohibit Grimley Employee from making passive xxxxxxxl personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley Employee shall not not, directly ox xxxxxectly or indirectly, acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenryor Employer. Section 2.03 Xxxxxg the term of this contract, Grimley shall not, directly xx xxxxrectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Section 2.04 Xxxxxey hereby represents anx xxxxxs that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights or remedies that McHenry may possess, shall bx xxxxxled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Grimley. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley shall have access to xxx xxcome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxn, financial, personnel, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation of McHenry's business, and that xxxx xxxormation constitutes McHenry's trade secrets. (b) Grimley specifically agrees xxxx xx shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley acknowledges and agrxxx xxxt the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx xx Xrimley during the course of xxx xxployment under this agreement, including information concerning McHenry's current or any futxxx xxx xroposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee promises and agrees not to engage in any unfair competition with McHenry, either during the txxx xx this agreement or at any other time thereafter. (d) Grimley further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall xxx xx removed from the premises of McHenry.

Duties and Obligations of Employee. Section 2.01 Grimley Wilhite shall serve as Comptxxxxxx Execuxxxx Xxce President and Chief Financial Officeras a member of the Board of Directors of McHenry. In his capacity as Comptroller and Chief Financial Officer Xxxxxxive Vice President of McHenry, Grimley Wilhite shall do anx xxxxxrm xxx xxrvices, acts, or things necessary or advisable to fulfill the duties of a corporate comptroller, including carefully and accurately causing to be prepared books of accounts, balance sheets, and operating statements, and examination and reporting of expenditures of McHenryexecutive vice president, subject at all timex xx xxe times to the policies set by McHenry's Board of Directors, xxx xx the consent of the Board or the Executive Committee of the Board when required by the terms of this contract. Section 2.02 Wilhite shall not, without sxxxxxxx approval of McHenry's Board of Directors xx Xxxxxtive Committee, do or contract to do any of the following: (1) Borrow on behalf of McHenry; (0) Purchase capital equipment for amounts in excess of the amounts budgeted for expenditure by the Board of Directors or Executive Committee. (a) Grimley Wilhite shall devote his entxxx xxxductive time, ability, and attention to the business of McHenry during the term of txxx xxxtract. (b) Grimley Wilhite shall not engage in xxx xxxer business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenry's Board of Directors xx Xxxxxtive Committee. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive Committee. (c) This agreement shall not be interpreted to prohibit Grimley Wilhite from making passive xxxxxxxl investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley Wilhite shall not directly ox xxxxxectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenry. Section 2.03 2.04 Xxxxxg the term of this contract, Grimley Wilhite shall not, directly xx xxxxrectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Section 2.04 Xxxxxey 2.05 Xxxxxte hereby represents anx xxxxxs that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley Wilhite therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights or remedies that McHenry may possess, shall bx xxxxxled to injunctive and other equitable relief to prevent or remedy a breach of this contract by GrimleyWilhite. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley Wilhite shall have access to xxx xxcome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxn, financial, personnel, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation of McHenry's business, and that xxxx xxxormation constitutes McHenry's trade secrets. (b) Grimley Wilhite specifically agrees xxxx xx shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley Wilhite acknowledges and agrxxx xxxt the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx xx Xrimley Xilhite during the course of xxx xxployment his employment under this agreement, including information concerning McHenry's current or any futxxx xxx xroposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee promises and agrees not to engage in any unfair competition with McHenry, either during the txxx xx this agreement or at any other time thereafter. (d) Grimley Wilhite further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley Wilhite or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall xxx xx removed from the premises of McHenry.

Duties and Obligations of Employee. Section 2.01 Grimley Langert shall serve as Comptxxxxxx and Chief Financial OfficerSenixx Xxxx President of Sales for McHenry. In his capacity as Comptroller and Chief Financial Officer of McHenrycapacity, Grimley Langert shall do anx xxxxxrm and perforx xxx xxrvicesxervices, acts, or things necessary or advisable to fulfill such duties as shall be determined by the duties Executive Committee of a corporate comptrollerMcHenry consistent with his professional skills and abilities, including carefully development and accurately causing to be prepared books implementation of accountsdomestic and "inside" sales programs, balance sheetsrecruitment and training of personnel, production and supervision of sales forecasts, budgets, and operating statements, and examination and reporting of expenditures of McHenryprograms in regards thereto, subject at all timex xx xxe times to policies set by McHenry's Board of Directors, xxx Directorx xx the consent of the Board or the Executive Committee of the Board when required by the terms of this contractXxxxutive Committee. (a) Grimley Langert shall devote his entxxx xxxductive enxxxx xxoductive time, ability, and attention to the business of McHenry during the term of txxx xxxtractthis contract. (b) Grimley Langert shall not engage in xxx xxxer xxher business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenry's Board of Directors Directorx xx Xxxxxtive Xxxxutive Committee. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive Committee. (c) This agreement shall not be interpreted to prohibit Grimley Langert from making passive xxxxxxxl xxxxxxal investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley Langert shall not directly ox xxxxxectly xx xxxxrectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenry. Section 2.03 Xxxxxg During the term of this contract, Grimley Langert shall not, directly xx xxxxrectlyxxxirectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Section 2.04 Xxxxxey Langert hereby represents anx xxxxxs axx xxxxes that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley Langert therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights other rights or remedies that McHenry may possess, shall bx xxxxxled be entitled to injunctive and other equitable relief to prevent or remedy a breach of this contract by GrimleyLangert. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley Langert shall have access to tx xxx xxcome xecome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxnlimitation, financial, personnel, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation in the operation of McHenry's business, and that thax xxxx xxxormation xxformation constitutes McHenry's trade secrets. (b) Grimley Langert specifically agrees xxxx xx xe shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley Langert acknowledges and agrxxx xxxt agxxxx xxat the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx obtxxxxx xx Xrimley Langert during the course of ox xxx xxployment xmployment under this agreement, including information concerning McHenry's current or any futxxx fuxxxx xxx xroposed proposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee promises and agrees not to engage in any unfair competition with McHenry, either during the txxx xx term of this agreement or at any other time thereafter. (d) Grimley Langert further agrees that xxx xxxesxxles, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley Langert or others, are and sxxxx xxmain xxxxx xemain exclusively the property of McHenry and that they shall xxx xx not be removed from the premises of McHenry.

Duties and Obligations of Employee. Section 2.01 Grimley General Duties Section 2.1 Employee shall serve as Comptxxxxxx and Employer's President & Chief Financial Executive Officer. In his capacity as Comptroller and Chief Financial Officer of McHenrysuch capacity, Grimley Employee shall do anx xxxxxrm xxx xxrvicesand perform all services, acts, acts or things necessary or advisable to fulfill in accordance with the duties of a corporate comptroller, including carefully and accurately causing to be prepared books of accounts, balance sheets, and operating statements, and examination and reporting of expenditures of McHenry, subject at all timex xx xxe policies set by McHenryEmployer's Board of Directors. Employee shall perform such services primarily in Campbell, xxx xx California, which location shall serve as the consent location of Employer's new principal executive offices location, except that the Board or the Executive Committee parties understand that temporary travel on Employer's business to other sites shall be required. The parties may designate another location for Employee to primarily perform his services; provided, however, that Employee's permanent place of the Board when required by the terms of this contractemployment shall not be more than twenty-five miles from Campbell, California absent Employee's written consent. (a) Grimley Employee shall devote substantially all his entxxx xxxductive productive time, ability, ability and attention to the business of McHenry Employer during the term of txxx xxxtractthis Agreement. (b) Grimley Employee shall not engage in xxx xxxer any other business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, commercial or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenry's the Board of Directors xx Xxxxxtive Committeeexcept for (1) boards of directors of private companies on which Employee currently serves and (2) other boards of directors to which Employee shall not devote more than 16 hours of service per month (measured on an annual basis). However, the expenditure of reasonable amounts of time for educationaleducation, charitable, charitable or professional activities shall not be deemed a breach of this agreement Agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive CommitteeAgreement. (c) This agreement In addition to Employee's providing occasional service as a member of the Board(s) of Directors as provided above, this Agreement shall not be interpreted to prohibit Grimley Employee from making passive xxxxxxxl personal investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley shall not directly ox xxxxxectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenryAgreement. Section 2.03 Xxxxxg the term of this contract, Grimley shall not, directly xx xxxxrectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Section 2.04 Xxxxxey hereby represents anx xxxxxs that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights or remedies that McHenry may possess, shall bx xxxxxled to injunctive and other equitable relief to prevent or remedy a breach of this contract by Grimley. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley shall have access to xxx xxcome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxn, financial, personnel, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation of McHenry's business, and that xxxx xxxormation constitutes McHenry's trade secrets. (b) Grimley specifically agrees xxxx xx shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley acknowledges and agrxxx xxxt the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx xx Xrimley during the course of xxx xxployment under this agreement, including information concerning McHenry's current or any futxxx xxx xroposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee promises and agrees not to engage in any unfair competition with McHenry, either during the txxx xx this agreement or at any other time thereafter. (d) Grimley further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall xxx xx removed from the premises of McHenry.

Duties and Obligations of Employee. Section 2.01 Grimley Cesario shall serve as Comptxxxxxx Direcxxx xx Research and Chief Financial Officer. In his capacity as Comptroller and Chief Financial Officer Development of McHenryMcHenry to design, Grimley shall do anx xxxxxrm xxx xxrvicesdevelop, actsinvent, or things necessary or advisable to fulfill the duties of a corporate comptroller, including carefully and accurately causing to be prepared books of accounts, balance sheetsimprove methods, and operating statementsdevices relating to the manufacturing and development of golf clubs, golf club shafts, grips, and examination and reporting of expenditures of McHenry, subject at all timex xx xxe policies set by McHenry's Board of Directors, xxx xx the consent of the Board or the Executive Committee of the Board when required by the terms of this contractrelated components as well as systems for fabrication thereof. (a) Grimley Cesario shall devote his entxxx xxxductive time, ability, and attention to the business of McHenry during the term of txxx xxxtractthis contract. (b) Grimley Cesario shall not engage in xxx xxxer business duties or pursuits whatsoever, or directly or indirectly render any services of a business, commercial, or professional nature to any other person or organization, whether for compensation or otherwise, without the prior written consent of McHenry's Board of Directors xx Xxxxxtive Committee. However, the expenditure of reasonable amounts of time for educational, charitable, or professional activities shall not be deemed a breach of this agreement if those activities do not materially interfere with the services required under this agreement and shall not require the prior written consent of Employer's Board of Directors or Executive Committee. (c) This agreement shall not be interpreted to prohibit Grimley Cesario from making passive xxxxxxxl investments or conducting private business affairs if those activities do not materially interfere with the services required under this agreement. However, Grimley Cesario shall not directly ox xxxxxectly acquire, hold, or retain any interest in any business competing with or similar in nature to the business of McHenry. Section 2.03 Xxxxxg During the term of this contract, Grimley Cesario shall not, directly xx xxxxrectly, either as an employee, employer, consultant, agent, principal, partner, stockholder, corporate officers, director, or in any other individual or representative capacity, engage or participate in any business that is in competition in any manner whatsoever with the business of McHenry. Provided, however, Cesario may continue to have xxx xxme and/or likeness on an infomercial for "King Kong" woods for a period of twenty-xxxx (24) months from the date hereof, provided further no such activities uses any of Cesario's time nor refers in xxx xxxxer to McHenry. Section 2.04 Xxxxxey Cesario hereby represents anx xxxxxs that the services to be performed under the terms of this contract are of a special, unique, unusual, extraordinary, and intellectual character that gives them a peculiar value the loss of which cannot be reasonably or adequately compensated in damages in an action at law. Grimley Cesario therefore expressly xxxxxx that McHenry, in addition to any xxxxx xights other rights or remedies that McHenry may possess, shall bx xxxxxled be entitled to injunctive and other equitable relief to prevent or remedy a breach of this contract by GrimleyCesario. (x) The parties acknowledge and agree that during the term of this agreement and in the course of the discharge of his duties hereunder, Grimley Cesario shall have access to xxx xxcome acquainted with information concerning the operation and processes of McHenry including without lixxxxxxxnlimitation, financial, personnel, technical, patent, sales, scientific, and other information that is owned by McHenry and regularly used ix xxx xperation in the operation of McHenry's business, and that xxxx xxxormation constitutes McHenry's trade secrets. (b) Grimley Cesario specifically agrees xxxx xx shall not misuse, misappropriate, or disclose any such trade secrets, directly or indirectly, to any other person or use them in any way, either during the term of this agreement or at any other time thereafter, except as is required in the course of his employment hereunder. (c) Grimley Cesario acknowledges and agrxxx xxxt the sale or unauthorized use or disclosure of any of McHenry's trade secrets obtaxxxx xx Xrimley Xesario during the course of xxx xxployment under this agreement, including information concerning McHenry's current or any futxxx xxx xroposed work, services, or products, the facts that any such work, services, or products are planned, under consideration, or in production, as well as any descriptions thereof, constitute unfair competition. Employee Cesario promises and agrees not to xxx xx engage in any unfair competition with McHenry, either during the txxx xx term of this agreement or at any other time thereafter. (d) Grimley Cesario further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Grimley Cesario or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall xxx xx not be removed from the premises of McHenry. (a) Cesario promises and agrees xxxx xx will promptly and fully inform McHenry of and disclose to MxXxxxx all inventions, desixxx, xxprovements, and discoveries that he makes during the term of this agreement, whether individually or jointly in collaboration with others, which pertain or relate to the business of McHenry or to any experimental work carried on by McHenry, whether or not conceived during regular working hours. (b) Cesario shall make full discxxxxxx to McHenry immediately after creating any invention, making any discovery, or developing or improving any processes, methods, formulas, machines, or devices, and shall thereafter keep McHenry fully informed at all times of all progress in connection therewith. (a) Cesario agrees that any and xxx xxxellectual properties, including, but not limited to, all ideas, concepts, themes, inventions, designs, improvements, and discoveries conceived, developed, or written by Cesario, either individually xx xxxntly in collaboration with others, pursuant to this agreement, shall belong to and be the sole and exclusive property of McHenry. (b) Cesario further agrees to suxxxx xxy dispute regarding whether any intellectual property was conceived, developed, or written pursuant to this agreement to a review process pursuant to McHenry's rules and policies. (c) Cesario further agrees that xxx xxxhts in all intellectual properties prepared by him pursuant to this agreement, including patent rights, trademarks and copyrights applicable to any of the intellectual properties described hereinabove, shall belong exclusively to McHenry, shall constitute "works made for hire," and shall be assigned promptly by Cesario to McHenry. Cesario xxxxxxr agxxxx xx asxxxx XxHenry in obtaining patents xx xxx such inventions, designs, improvements, and discoveries that are patentable or copyright registration on all such works of creation that are copyrightable, and shall execute all documents and do all things necessary to obtain patent or copyright registration, vest McHenry with full and exclusive title, and protect against infringement by others. (d) Cesario further agrees that xxx xxxes, records, documents, drawings, specifications, equipment, and similar items relating to McHenry's business, whether xxxxxxxx by Cesario or others, are and sxxxx xxmain exclusively the property of McHenry and that they shall not be removed from the premises of McHenry. (a) McHenry shall have the right xx xxx the name of Cesario as part of the trade xxxx xr trademark of McHenry if it should be deemed advisable to do so. Any trade name or trademark, of which the name of Cesario is a part, that is axxxxxx by McHenry during the employment of Cesario may be used thereaftxx xx XcHenry for as long as McHenry deems advisable. (b) Cesario shall not, without txx xxxxr written consent of McHenry, either during the term of this agreement or at any time thereafter, use or permit the use of his name in the trade name or trademark of any other enterprise if that other enterprise is engaged in a business similar in any respect to that conducted by McHenry, unless that trade name or trademark clearly indicates that the other enterprise is a separate entity entirely distinct from and not to be confused with McHenry and unless that trade name or trademark excludes any words or symbols stating or suggesting prior or current affiliation or connection by that other enterprise or its employees with McHenry.