EMPLOYEE INVENTIONS ASSIGNMENT AND RESTRICTIVE OBLIGATIONS AGREEMENT

1.

Confidentiality Undertaking

A.

Confidential Information. I agree at all times, both during and after the term of my employment with the Company, to hold in the strictest confidence, and not to use (except for the benefit of the Company at the Company’s direction) or disclose (without the written authorization of an officer of the Company), regardless of when disclosed to me, any and all technical data, trade secrets, know-how or other confidential or proprietary information of the Company, including without limitation any and all information related to the products, product plans, technologies, inventions, mask works, ideas, processes, formulas, source and object codes, computer programs, data bases, other works of authorship, improvements, discoveries, developments, designs and techniques, research, developmental or experimental work, customer and business partner lists, employee lists, business plans, sales or marketing plans or results, markets, prices and costs, financial information, or other subject matter pertaining to any business of the Company or any of its licensors, customers, business partners, consultants or customers (collectively, " Confidential Information "). I understand that Confidential Information further includes, but is not limited to, information pertaining to any aspect of the Company’s business which is either information not known (or known as a result of a wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved) by actual or potential competitors of the Company or other third parties not under confidentiality obligations to the Company, or is otherwise proprietary information of the Company or its customers or suppliers, whether of a technical nature or otherwise. I further understand that Confidential Information does not include (i) any of the foregoing items which has become publicly and widely known and made generally available through no wrongful act of mine or of others who were under confidentiality obligations as to the item or items involved, (ii) disclosure or use of Confidential Information that in good faith is determined to be required or appropriate to advance the best interests of the Company in connection with my work as an employee of the Company and is not inconsistent with any lawful request or direction that I may receive from the Board of Directors of the Company ("Board") or a committee or other representative of the Board, (iii) disclosure of Confidential Information when required by a court of law, by any governmental agency having supervisory authority over the business of the Company or by any administrative or legislative body (including a committee thereof) with apparent jurisdiction to order me to divulge, disclose or make accessible such information; provided, however, that prior to any such disclosure I shall notify the Company’s General Counsel of such requirement sufficiently in advance to allow the Company a reasonable opportunity to take any action that it determines appropriate to protect such Confidential Information and I agree to cooperate with the Company in good faith in taking any such action, or (iv) disclosure of Confidential

Information to my spouse, attorney and/or personal tax and financial advisors as reasonably necessary or appropriate to advance my tax, financial and other personal planning (each an "Exempt Person"); provided, however , that prior to any disclosure of Confidential Information to an Exempt Person I will inform such Exempt Person of my obligations hereunder and of their obligation to protect such Confidential Information to the same extent and I understand that any disclosure or use of any Confidential Information by an Exempt Person shall be deemed to be a breach of this Section 1.A. by me.

B.

Former Employer Information. I agree that I do not possess, have not brought, and will not bring to the Company, nor use or disclose in the course of the performance of my duties at the Company, any inventions, technical data, trade secrets, know-how or other confidential or proprietary information of any former employer or third party without the written authorization of such employer or third party. I represent that my performance of all terms of this Agreement or any other agreement related to my employment with the Company has not breached and will not breach any agreement to keep in confidence the inventions, technical data, trade secrets, know-how or other confidential or proprietary information of any former employer or third party acquired by me prior or subsequent to the commencement of my employment with the Company.

C.

Third Party Information. I recognize that the Company has received and in the future will receive confidential or proprietary information from third parties subject to a duty on the Company’s part to maintain the confidentiality of such information and/or to use it only for certain limited purposes (" Third Party Information "). I agree to hold all such Third Party Information in the strictest confidence and not to disclose it to any person or entity (other than Company personnel who need to know such information in connection with their work for the Company) or to use it except as necessary in carrying out my work for the Company consistent with the Company’s agreement with such third party.

2.

Assignment of Inventions and Original Works of Authorship

A.

Inventions and Original Works Retained by Me. If applicable, I have attached hereto, as Exhibit A , a list describing all inventions, developments, discoveries, techniques, modifications, improvements, technology, trade secrets, computer programs, mask works, know-how, processes, concepts, methods, systems, specifications, algorithms, designs, formulas, original works of authorship, or any other intellectual property rights whatsoever, whether or not patentable or registrable under copyright, trademark or similar laws or subject to analogous protection (collectively, " Inventions ") that (i) were conceived, developed, made or reduced to practice prior to my employment with the Company, (ii) belong solely to me or belong to me jointly with another, (iii) relate in any way to any of the Company’s proposed businesses and products, and (iv) are not assigned to the Company hereunder (collectively, the " Prior Inventions "). If no such list is attached, I represent that there are no Prior Inventions. I agree not to allow any Prior Invention to be incorporated into any product, process, technology or machine of the Company. If in the course of my employment with the Company, I incorporate into a Company product, process, technology or machine a Prior Invention, the Company is hereby granted and shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license (with the right to sublicense) to make, have made, modify, make derivative works of, use, sell and otherwise distribute or exploit such Prior Invention as part of or in connection with such product, process, technology or machine.

B.

Inventions and Original Works Assigned to the Company. During the term of my employment with the Company, I will promptly disclose to the Company, hold in trust for the sole right and benefit of the Company and hereby assign to the Company, all rights to and interests in Inventions which I may solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed or reduced to practice, (a) that relate to the Company’s past, present or demonstrated or reasonably foreseeable future business or research, whether or not developed during normal working hours, or (b) that are developed with the use or aid of any Company equipment, supplies or facilities, or (c) that use or are based on or developed from any Confidential Information of the Company or Third Party Information, or (d) that result from any work, service or duty I perform with the Company (collectively, the " Assigned Inventions "). Any assignment hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as "moral rights," "artist’s rights," "droit moral" or the like. I further acknowledge that all Assigned Inventions are " works made for hire " (to the greatest extent permitted by applicable law) and are compensated by my salary. Notwithstanding the foregoing, I understand that this Agreement will not be deemed to require assignment of any Invention whose assignment to the Company pursuant to this Agreement would be expressly prohibited by a specifically applicable state law, regulation, rule or public policy of the State of North Carolina.

C.

Maintenance of Records. I agree to keep and maintain adequate and current written records of all Assigned Inventions during the term of my employment with the Company, in the format specified by the Company. The records will be available to and remain the sole property of the Company at all times. I agree not to remove such records from the Company’s place of business except as expressly permitted in writing by an officer of the Company. I agree to return all such records (including any copies thereof) to the Company at the time of termination of my employment with the Company.

D.

Enforcement of Intellectual Property Rights. I agree that, whenever requested by the Company, I shall assist the Company or its designee to secure the Company’s, or its designee’s, rights in the Assigned Inventions and any copyrights, patents, trademarks, mask work rights, moral rights, or other intellectual property rights relating thereto in any and all countries, including the disclosure to the Company or its designee of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments and the taking of all such other acts (including appearances as a witness) which the Company or its designee shall deem necessary in order to apply for, perfect, obtain, maintain, review, restore, enforce, defend and transfer such rights, or if not transferable, waive such rights, and in order to assign and convey to the Comp