NON-COMPETITION AND
NON-SOLICITATION AGREEMENT
This
Non-Competition and Non-Solicitation Agreement (this “
Agreement ”) is between the employee identified in the
signature block below (“ Employee ”) and UDC,
Inc., a New Jersey corporation with a place of business at 375
Phillips Blvd., Ewing, New Jersey 08618, together with its
affiliates (collectively, “ UDC ”).
WHEREAS,
Employee acknowledges and agrees that UDC is engaged in the highly
competitive business of research, development and commercialization
of organic light emitting diode (OLED) technologies and materials,
which business activity is worldwide in scope; and
WHEREAS,
in the course of performing his or her duties for UDC, Employee has
been and will continue to be given access to confidential,
proprietary and trade secret information and materials of UDC,
which items are highly sensitive and important to the business of
UDC; and
WHEREAS,
this Agreement is designed to protect UDC from the unauthorized
disclosure or use of such information and materials, as well as to
protect UDC from unfair competition in the OLED marketplace;
and
WHEREAS,
as consideration for entering into this Agreement, UDC has offered
Employee incentive compensation in the form of immediately vesting
shares of Universal Display Corporation common stock.
NOW,
THEREFORE, in accordance with the foregoing, UDC and Employee,
intending to be legally bound, hereby agree as follows:
1.
Non-Competition with UDC for a Limited Period .
Employee agrees that during the
period of Employee’s employment by UDC, and for a period of
one (1) year after separation of employment for any reason,
Employee shall not, directly or indirectly, become employed by or
provide any services, whether as an independent contractor or
otherwise, for any person or entity where such person or entity
will directly or indirectly compete with UDC, or which are intended
to directly or indirectly compete with UDC, if any of
Employee’s duties, responsibilities or activities for or with
such other person or entity would involve Employee’s
research, development or commercialization of OLED technologies or
materials, and such duties, responsibilities or activities would be
the same as or substantially similar to those that Employee
conducts, has conducted, or will conduct in the future on behalf of
UDC.
2.
Non-Solicitation of UDC Employees . Employee agrees that during the period of
Employee’s employment by UDC, and for a period of two
(2) years after separation of employment for any reason,
Employee shall not, directly or indirectly: (a) employ or
retain any employee of UDC, whether as an independent contractor,
consultant or otherwise; or (b) solicit, contact or
communicate with, or encourage or assist any other person or entity
to solicit, contact or communicate with, any employee of UDC for
the purpose of causing such employee to leave the employ of UDC, or
to become employed or retained by another person or entity, whether
as an independent contractor, consultant or otherwise. The term
“employees” in this paragraph means any persons who
were employed by UDC as of the date of Employee’s separation
of employment, or within the one (1) year period prior to such
date.
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3.
Non-Solicitation of UDC Customers . Employee agrees that during the period of
Employee’s employment by UDC, and for a period of two
(2) years after separation of employment for any reason,
Employee shall not, directly or indirec
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