Common use of Employee Agreements Clause in Contracts

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite Holders.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/consultant or independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the Board, including a majority one of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersInvestor Directors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; agreement and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including at least a majority of all members of the Preferred Board of Directors (which majority shall include the then in office, including at least two Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersA Directors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite Holders.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority acting with the approval of at least sixty six percent (66%) of the Preferred Directors members thereof (which majority shall include the Series B Directora “Board Supermajority”), or the consent of the Requisite Holders.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets (i) to enter into a nondisclosure and proprietary rights assignment agreement; agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersA Directors.

Employee Agreements. The Company will cause (i) each person now or Person hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and nondisclosure, proprietary rights assignment agreement; and (ii) each Key Employee assignment, non-solicitation and, to enter into a the extent permitted by applicable law, one (1) year nonsolicitation noncompetition agreement, substantially in a form reasonably acceptable to the form approved by Holders of a majority of the BoardPreferred Stock. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights inventions assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation noncompetition and non-solicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority both of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent prior approval of the Board, Board of Directors including a majority at least one of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the BoardBoard of Directors, including a majority of the Preferred Directors (which majority shall include the at least one Series B Director), or the consent of the Requisite Holders.A-3

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include Series A Director and the Series B Director), or the consent of the Requisite Holders.

Employee Agreements. The Unless otherwise approved by the Board of Directors, , the Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and nondisclosure, proprietary rights assignment and non-solicitation agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in noncompetition designed with the form approved by the Boardadvice of counsel. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the Board. attached hereto as Exhibit A. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, Board of Directors (including a majority the then-serving Series B Preferred Director (if any) and at least one of the Preferred then-serving Series A Directors (which majority shall include the Series B Directorif any), or the consent of the Requisite Holders).

Employee Agreements. The Unless otherwise approved by the Board of Directors, the Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and nondisclosure, proprietary rights assignment agreement; agreement and, to the extent legally permissible, non-competition and (ii) each Key Employee non-solicitation agreement in form and substance reasonably acceptable to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially agreement in the a form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirector Majority.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; agreement and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in a form reasonably acceptable to a majority of the form approved by the BoardPreferred Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the unanimous consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Unless otherwise approved by the Board of Directors, the Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and nondisclosure, proprietary rights assignment and non-solicitation agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in noncompetition designed with the form approved by the Boardadvice of counsel. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Unless otherwise approved by the Board of Directors, the Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and nondisclosure, proprietary rights assignment and non- solicitation agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in noncompetition designed with the form approved by the Boardadvice of counsel. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into , which includes a one (1) one-year nonsolicitation agreementnon-solicitation provision, substantially in the form approved by the BoardBoard of Directors, including the approval of a majority of the Preferred Directors then in office. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, consultant or independent contractor, without the consent approval of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite Holdersthen in office.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent approval of the BoardBoard of Directors, including a majority the approval of the Preferred Directors (which majority shall include the at least one Series B A Director), or the consent of the Requisite Holders.

Employee Agreements. The Company will cause (i) each person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority Board of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person now or hereafter all future employees employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each all future Key Employee Employees to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the BoardBoard of Directors. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Director), or the consent of the Requisite HoldersDirectors.

Employee Agreements. The Company will cause (i) each person Person now or hereafter employed by it or by any subsidiary (or engaged by the Company or any subsidiary as a consultant/independent contractor) with access to confidential information and/or trade secrets to enter into a nondisclosure and proprietary rights assignment agreement; and (ii) each Key Employee to enter into a one (1) year noncompetition and nonsolicitation agreement, substantially in the form approved by the Board. In addition, the Company shall not amend, modify, terminate, waive, or otherwise alter, in whole or in part, any of the above-referenced agreements or any restricted stock agreement between the Company and any employee, without the consent of the Board, including a majority of the Preferred Directors (which majority shall include the Series B Class A Director), or the consent of the Requisite Holders.