Common use of Employee Covenants Clause in Contracts

Employee Covenants. You acknowledge that as a result of your employment with the Company, you have been given access to various trade secrets and confidential customer lists of the Company. In addition, you further acknowledge and agree that a material aspect of Parent’s decision to enter into the Merger Agreement is the acquisition of the Company’s goodwill for the purpose of Parent’s carrying on a business that is similar to the business of the Company. Therefore, in consideration for (a) the cash-out of outstanding Company stock options that you hold as of the Closing and (b) the Retention Bonus granted under this letter agreement, you agree to remain to be bound by the Company’s Proprietary Information Agreement, Arbitration Agreement and Invention Assignment, in accordance with their terms in effect on the date hereof.