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.
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 e
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