(b) Non-Competition; Non-Solicitation.
(i) The Executive agrees that (A) during the term of his employment with the Company and, (B) during the 18-month period following the termination of his employment with the Company for any reason (the Non-Competition Period) within the Restricted Territory, the Executive shall not, directly or indirectly, engage or participate in, prepare or set up, assist or have any interest in any person, partnership, corporation, firm, association or other business organization, entity or enterprise, whether as an officer, employee, director, partner, stockholder, consultant or otherwise, that engages in the Companys Business. Notwithstanding the foregoing, (x) the Executive shall not be precluded from purchasing or owning, directly or beneficially, as a passive investment, two percent (2%) or less of any class of publicly traded securities if he does not actively participate in or control, directly or indirectly, any investment or other decisions with respect to such entity, and (y) if the Board terminates the Executives employment following the end of the Employment Period (for any reason other than a reason that would have constituted a Termination For Cause had such termination of employment occurred during the Employment Period), then solely for purposes of this subparagraph 7(b)(i), the Non-Competition Period shall be the 3-month period following such termination of the Executives employment.
(ii) During the Non-Competition Period, the Executive shall not, directly or indirectly:
(A) offer to hire, divert, entice away, solicit or in any other manner persuade, or attempt to do any of the foregoing (each, a Solicitation), for any person who is an officer, employee, consultant or board member of the Company or any Company Managed Fund to accept employment or an engagement with a third party or engage in a Solicitation with respect to any person or entity who is, or was, at any time within six months prior to the Solicitation, an officer, employee, agent or consultant of the Company or any Company Managed Fund to work for a third party engaged in the Companys Business or to engage in any of the activities hereby prohibited with respect to the Executive under this subparagraph 7(b)(ii);
(B) solicit, divert, entice away or in any other manner persuade, or attempt to do any of the foregoing, on (1) any actual or prospective customer of or investor in the Company or any Company Managed Fund to become a customer of or investor in any third party engaged in the Companys Business or (2) any customer or investor to cease doing business with the Company or any Company Managed Fund; or
(C) make any statements or perform any acts intended to advance the interest of any person engaged in or proposing to engage in the Companys Business in any way that is intended to injure the interests of the Company or any Company Managed Fund.
(c) Intellectual Property. The Executive agrees that during the term of the Executives employment with the Company, and for a period of 12 months following the termination of the Executives employment for any reason, any and all inventions, discoveries, innovations, writings, domain names, improvements, trade secrets, designs, drawings, business processes, secret processes and know-how, whether or not patentable or a copyright or trademark, which the Executive may create, conceive, develop or make, either alone or in conjunction with others and related or in any way connected with the Company, its strategic plans, products, processes, apparatus or business now or hereafter carried on by the Company (collectively, Inventions), shall be fully and promptly disclosed to the Company and shall be the sole and exclusive property of the Company (as the Board shall determine) as against the Executive or any of the Executives
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