Free Notice of Removal - District Court of Delaware - Delaware

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IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF DELAWARE

W.L. GORE & ASSOCIATES, INC., Plaintiff, v. CHARLES THOMAS ROSENMAYER, Ph.D., Defendant. C.A. No. _________________

NOTICE OF REMOVAL

Defendant Charles Thomas Rosenmayer, Ph.D. ("Defendant"), by and through his undersigned counsel, pursuant to 28 U.S.C. §§1332, 1441 and 1446, hereby provides Notice of Removal of this action from the Court of Chancery of the State of Delaware to the United States District Court for the District of Delaware, and in support thereof states: 1. On March 28, 2008, Plaintiff W.L. Gore & Associates, Inc., instituted this

action by filing a Verified Complaint titled W.L. Gore & Associates, Inc. v. Charles Thomas Rosenmayer, Phd., in the Court of Chancery of the State of Delaware, which it appears as of the filing of this Notice has not received a docket number. A true and correct copy of the Verified Complaint is attached hereto as Exhibit "A". 2. Plaintiff also filed a Motion for Temporary Restraining Order,

Memorandum of Law in Support thereof, Proposed Form of Order and a Compendium of Unpublished Cases, true and correct copies of which are attached hereto as Exhibits "B," "C," "D," and "E" respectively.

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3.

Plaintiff also filed a Motion for Appointment of Special Process Server,

along with a supporting Affidavit and Form of Order, a true and correct copy of which is collectively attached hereto as Exhibit "F." 4. In its complaint, Plaintiff alleges breach of contract and seeks to enjoin Dr.

Rosenmayer from commencing employment with a company in Texas. 5. On March 29, 2008, plaintiff forwarded by email a copy of the above

pleadings to defendant's counsel. 6. This Notice is timely filed pursuant to 28 U.S.C. § 1446(b) in that it is

filed within thirty days after receipt by the Defendant of the initial pleading. 7. This Court has original jurisdiction over this action pursuant to 28 U.S.C.

§1332, because the amount in controversy exceeds the sum of $75,000, exclusive of interest and costs, and the action is between citizens of different states. 8. Plaintiff is a Delaware corporation with its principal place of business in

Newark, Delaware. 9. state. 10. Plaintiff seeks to enforce a restrictive covenant and preclude disclosure of Defendant is a Pennsylvania resident and is not a citizen of the forum

its alleged trade secrets, the value of which satisfies the amount in controversy.

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11.

A true and correct copy of this Notice of Removal will be promptly filed

with the Clerk of the Court of Chancery of the State of Delaware as provided by 28 U.S.C. §1446(d). Dated: March 30, 2008 Wilmington, Delaware Respectfully submitted, BROWN STONE NIMEROFF LLC /s/ Jami B. Nimeroff Jami B. Nimeroff, Esquire (No. 4049) 4 East 8th Street, Suite 400 Wilmington, DE 19801 Tel: (302) 428-8142 Fax: (302) 351-2744 Mary Kay Brown, Esquire BROWN STONE NIMEROFF LLC 1818 Market Street, Suite 2300 Philadelphia, PA 19103 Tel: (267) 861-5330 Fax: (267) 350-9050 Attorneys for Defendant Charles Thomas Rosenmayer, Ph.D.

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CERTIFICATE OF SERVICE I, Jami B. Nimeroff, hereby certify that on this 30th day of March, 2008, I caused to be served a true and correct copy of the foregoing Notice of Removal by electronic mail upon the following: Martin S. Lessner, Esquire Young Conaway Stargatt & Taylor, LLP 1000 West Street, 17th Floor P.O. Box 391 Wilmington, Delaware 19899-0391

Dated: March 30, 2008 BROWN STONE NIMEROFF LLC /s/ Jami B. Nimeroff Jami B. Nimeroff, Esquire (No. 4049) 4 East 8th Street, Suite 400 Wilmington, DE 19801 Tel: (302) 428-8142 Fax: (302) 351-2744

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EXHIBIT A

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

W.L. Gore. & Associates, Inc., Plaintiff, vs. Charles Thomas Rosenmayer, PhD., Defendant. VERIFIED COMPLAINT C.A. No. _______________

Plaintiff W.L. Gore & Associates, Inc. ("Gore"), by and through its undersigned counsel, hereby alleges for its Verified Complaint, as follows: INTRODUCTION 1. This action is brought to enjoin the defendant's announced intention to violate

his contractual obligations to Gore of confidentiality and noncompetition. These obligations are set forth in multiple confidentiality and noncompetition agreements signed by defendant during his sixteen years of employment with Gore. 2. On or about March 13, 2008, defendant Charles Thomas Rosenmayer, PhD.

("Dr. Rosenmayer" or "defendant") advised Gore that he was considering accepting an offer of employment with Plastomer Technologies ("Plastomer") as its Vice President and General Manager. Plastomer is a direct competitor of Gore and engaged in some of the same businesses as Gore. Gore advised Dr. Rosenmayer that his proposed new employment was unacceptable insofar as it violated Dr. Rosenmayer's contractual obligations to Gore. Gore offered to continue Dr. Rosenmayer's employment or to pay for a headhunter to assist Dr. Rosenmayer to find employment that did not violate his contractual obligations to Gore. On March 25, 2008, Dr. Rosenmayer refused Gore's offer, proffered his resignation of
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employment with Gore, and advised Gore that he intended to commence employment with Plastomer on Tuesday, April 1, 2008. 3. Unless Dr. Rosenmayer is immediately enjoined from violating his contractual

obligations to Gore, Gore will suffer irreparable harm. Accordingly, Gore has commenced this action seeking temporary, preliminary, and permanent injunctive relief, and such other relief as the court deems just and proper. PARTIES 4. Gore is a privately held corporation organized and existing under the laws of

the State of Delaware, having its principal place of business at 555 Papermill Road, Newark, Delaware. 5. Founded in 1958, Gore currently employs approximately 8,000 associates in

45 locations around the world. Gore's proprietary technologies encompassing polymers made or derived from the fluoropolymer polytetrafluoroethylene ("PTFE"), have resulted in numerous products and product applications for the wire and cable, fabric, medical, filtration membrane, sealant, and other applications in diverse industries. 6. Dr. Rosenmayer, is a resident of the State of Pennsylvania, residing at 4

Edward Drive, Avondale, Pennsylvania. From January 1992 until the present, Gore has employed Dr. Rosenmayer, most recently at one of its Elkton, Maryland facilities. Dr. Rosenmayer is a materials scientist with a B.S. in metallurgical engineering from the University of Missouri, and a PhD. in materials science from Rice University. 7. Dr. Rosenmayer has had regular contacts with Delaware over the course of his

employment with Gore. His Elkton, Maryland office was approximately 10 miles from Gore's corporate headquarters in Newark, Delaware, as is his Avondale, Pennsylvania
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residence. As part of his employment with Gore, Dr. Rosenmayer has attended training meetings in Delaware, including three training sessions on Intellectual Property and Development Planning in the last eighteen months. Dr. Rosenmayer attended research and development meetings at Clayton Hall at the University of Delaware that are held on a monthly basis and which are open only to higher-level Gore associates. Indeed, Dr. Rosenmayer was responsible for organizing the presentations for these Clayton Hall meetings on several occasions. Dr. Rosenmayer participated in a number of Gore Intellectual Property Committee meetings that were held in Delaware, and has attended other work-related meetings regarding Gore's business in Delaware. Patent applications filed by Gore based on inventions for which Dr. Rosenmayer was an inventor were processed and filed out of Gore's Delaware offices. Dr. Rosenmayer's payroll and benefits were administered out of Delaware, and the special payments he received in consideration for signing the agreements discussed below were paid out of Gore's corporate payroll offices in Delaware. Documents relating to Dr. Rosenmayer's employment, including copies of agreements at issue in this litigation, are maintained at Gore's corporate offices in Delaware. FACTUAL BACKGROUND 8. Gore hired Dr. Rosenmayer in January 1992 to work as a materials scientist

assigned to Gore's then-wire and cable manufacturing facility in Manor, Texas. Since that time, Dr. Rosenmayer has worked for Gore in a number of locations, performing a number of important job duties that have involved increasing access to Gore's core technologies and research and development efforts. 9. Dr. Rosenmayer had little, if any, substantive work experience with PTFE

technology or products before coming to work at Gore.
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10.

Dr. Rosenmayer transferred to a Gore facility in Eau Claire, Wisconsin in

approximately 1995, where Gore manufactured semi-conductor technologies using PTFE microemulsions. In this position, Dr. Rosenmayer worked closely with a Gore joint venture research facility in Shanghai, China (Shanghai Gore 3F FluoroMaterials Company, Ltd.) in working on the development of novel fluoropolymer materials to enhance the performance of semi-conductors and other microelectronics. 11. In 2000, Dr. Rosenmayer was promoted to the position of Research and

Development leader at Gore's Putzbrunn, Germany PTFE manufacturing facility. In this position, Dr. Rosenmayer had considerable and intimate access with Gore's PTFE technology, polymerization processes, business plans and partnerships, and had the potential to improve or change those details through his activities. As Research and Development leader, Dr. Rosenmayer served on Gore's world-wide core technology leadership team with other top Gore technology leaders throughout the world. This team met regularly to discuss intimate details regarding Gore's research and development, technological processes, business plans and strategies. 12. Dr. Rosenmayer transferred back to Gore's U.S. operations in approximately

2006, and has since that time officed out of a Gore facility in Elkton, Maryland. Since 2007, Dr. Rosenmayer has served as Gore's worldwide Project Champion for the Gore Microelectronics Process Core Team. In that position, Dr. Rosenmayer has been responsible for leading a small, extended team of Gore leaders in interfacing with other Gore business teams, including the sealant, industrial filtration, fabrics, wire and cable teams, in an effort to enhance and further develop Gore's existing PTFE applications business in the microelectronics industry. As Project Champion, Dr. Rosenmayer assumed responsibility for
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all aspects of this business, including research and development, manufacturing, marketing, sales, and the interaction with all other aspects of Gore's business. 13. Dr. Rosenmayer is the named inventor on at least eight patents relating to Gore

technology, including two that were only filed within the last year. 14. Dr. Rosenmayer was a highly paid Gore employee, having received an annual

salary in 2007 of over $150,000. Gore's Efforts To Protect Its Information 15. Gore has invested substantial money, time, and effort researching the attributes

of PTFE and other fluoropolymers, their methods of manufacture, and refining their use for commercial applications. This trade secret technology is extremely valuable to Gore. 16. To maintain the secrecy of its information and maintain its competitive

position, Gore spends substantial time, effort, and money to develop and maintain the confidentiality of its trade secrets. Gore requires each employee to sign an agreement in which the employee acknowledges the nature of Gore's trade secret and confidential information, agrees not to disclose the information, and agrees not to compete with Gore after the termination of their employment. In addition, Gore protects its trade secrets through complex, high-level security measures including security cameras, full-time security personnel, and an electronic key card system that regulates access to various areas within the facility and monitors and records the coming and going of all personnel. Visitors to the facilities must sign in at the front entrance and must be escorted about the facility. Gore regularly conducts workshops reminding its employees of the criticality of protecting Gore's trade secrets.

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17.

Gore trade secret and confidential information is disclosed only on a need-to-

know basis, and all associates are trained on this need-to-know policy. The components, chemistry, manufacturing methods and processing, research and development of PTFE and PTFE-containing products are deemed by Gore to be secret and are even protected from open disclosure within Gore by additional confidentiality agreements ("TFE Agreements") and highly controlled access. For example, Gore restricts access to certain areas within its facilities in which this work takes place, and documents and internal presentations at which this work is discussed, only to the relatively small group of employees who have signed the TFE Agreements. Dr. Rosenmayer's Service Agreement 18. On January 6, 1992, at the inception of his employment, Dr. Rosenmayer

executed a standard Gore service agreement (the "Service Agreement"). (A copy of the Service Agreement is attached hereto as Exhibit A.) In this agreement, Dr. Rosenmayer acknowledged that: · Gore developed its "paper work, documents and know-how," including "customer lists, manufacturing processes, devices, techniques, plans, methods, drawings, blueprints reproductions, data, tables, calculations, and letters . . . at great expense and over a lengthy period of time;" · this information is "unique and constitute[s] the exclusive property and trade secrets of Gore;" · any use of this information by Dr. Rosenmayer "other than for the sole benefit of Gore" would be wrongful and would injure Gore irreparably; · Dr. Rosenmayer could not disclose or use this information for his own benefit or the "direct or indirect" benefit of anyone other than Gore without Gore's written consent;

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· if Dr. Rosenmayer violated the Agreement, Gore would be entitled to preliminary and permanent injunctive relief and an equitable accounting; · if his employment was terminated, Dr. Rosenmayer would promptly deliver back to Gore all Gore information "in his possession or under his control" and would "not engage in any business activity in competition with Gore" for one year thereafter; · if, during his employment or for three years afterward, Dr. Rosenmayer made or conceived "improvements or inventions" relating in any way to Gore's activities or business, Dr. Rosenmayer would promptly disclose them and they would be Gore's property exclusively; and · upon termination of his employment, Dr. Rosenmayer would not "engage in any business activity in competition with Gore for a period of one (1) year thereafter." Dr. Rosenmayer's TFE Agreements 19. As a condition of being granted access to Gore's TFE technology, Gore

required Dr. Rosenmayer to execute a second agreement, entitled "Tetrafluoroethylene Polymers Confidentiality and Non-Competition Agreement" (the "TFE Agreement"). Dr. Rosenmayer was first asked to sign a TFE Agreement after his transfer to Gore's Eau Claire facility, and has signed successive TFE Agreements thereafter. Dr. Rosenmayer received additional compensation from Gore each year in consideration of signing these agreements. For example, Dr. Rosenmayer received a $400 bonus in 2005, 2006, 2007, and 2008 for signing the TFE Agreement in each of those years. A copy of the most recent agreement executed by Dr. Rosenmayer is attached hereto as Exhibit B. In this agreement, Dr. Rosenmayer acknowledged that: · Gore had invested "considerable time, effort, and many millions of dollars" in developing and refining technology involving PTFE and other tetrafluoroethylene polymers;

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· Gore intended to continue to develop and refine this technology, and Gore's continued success depended upon this technology remaining the sole property of Gore, and not known to or used by others; and · Gore had entrusted Dr. Rosenmayer with know-how, and Dr. Rosenmayer "recognizes the valuable and confidential nature of this know-how" and "understands that its use or knowledge by others would be detrimental to Gore." 20. In the TFE Agreement, Dr. Rosenmayer agreed that: · The TFE agreement was additional and supplemental to Dr. Rosenmayer's existing Service Agreement regarding confidentiality and noncompetition; · Dr. Rosenmayer would "promptly and fully inform and disclose to Gore all inventions, design improvements, and discoveries" made or conceived during his employment with Gore, whether Dr. Rosenmayer conceived them "alone or with others and whether or not conceived during regular working hours. All such inventions, designs, improvements and discoveries shall be the exclusive property of Gore;" · while employed with Gore, Dr. Rosenmayer would "have access to and become familiar with various confidential know-how and trade secrets" of Gore, including information "used by Gore in manufacture, selection, purchasing and transportation of PTFE and other polymers containing TFE, the manufacturing of products from PTFE and other polymers containing TFE, dealing in products made therefrom, or research and development concerning the same;" · Dr. Rosenmayer "shall not disclose any Gore confidential knowhow or trade secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or any time thereafter, except in a manner authorized by Gore;" · "[a]ll files, records, documents, drawings, specifications, equipment, and similar items relating to Gore's business or research activities, whether prepared by [Dr. Rosenmayer] or otherwise coming into his[] possession, shall remain the exclusive property of Gore" and Dr. Rosenmayer would "safeguard their confidentiality and return them to Gore when []he terminates;" and

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· for two years after termination of his employment with Gore, Dr. Rosenmayer "shall not for any reason, directly or indirectly, by any means or device whatsoever . . . compete with Gore by associating himself[] in any way with a person or entity that is involved in the manufacturing, purchasing, selecting, or transportation of PTFE . . . or conducting research and development concerning the same." Dr. Rosenmayer's Access To Gore Trade Secret Information 21. For over ten years, Dr. Rosenmayer has worked on highly sensitive and

proprietary Gore projects. He has had intimate access to Gore's PTFE technology, manufacturing processes, intellectual property discussions, business plans and strategic planning. 22. Dr. Rosenmayer is a global research and development leader for Gore, and

from 2000 through 2006 was responsible for the manufacture, processing, and improvement of technologies relating to the manufacturing and process of PTFE. 23. Dr. Rosenmayer is currently heading up a team of Gore associates responsible

for the development of an entire line of business for Gore in the microelectronics area. 24. Given his status with the Company, Dr. Rosenmayer has been allowed to

attend meetings and receive internal documents in which the most sensitive of Gore trade secret information is discussed regarding all aspects of the Company's business, including Gore Intellectual Property Committee meetings, Clayton Hall meetings, and Gore Core Technology Leadership Team meetings. In addition, as a core technology leader at Gore, Dr. Rosenmayer received regular "TFE Polymerization Platform Monthly Technical Reports," which are replete with proprietary technical detail, and summarized in technical detail the status of various Gore research and development projects throughout the company. These reports included proprietary information on projects involving Gore's pioneering efforts in
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other areas, including biomedical and fuel cell applications. Each and every one of these internal report were marked "CONFIDENTIAL GORE PTFE TECHNOLOGY" and the distribution was limited to a handful of top Gore research and development leaders. Further dissemination of the reports were expressly limited to "PTFE Agreement signers only." Dr. Rosenmayer Announces His Intent to Breach His Contractual Obligations to Gore 25. Dr. Rosenmayer has voluntarily resigned his employment with Gore effective

March 31, 2008, and has advised Gore that he had accepted employment with Plastomer as its Vice President and General Manager effective April 1, 2008. 26. Plastomer is a division of EnPro Industries, Inc. ("EnPro"). EnPro operates 35

manufacturing facilities throughout North America, Asia and Europe, and purports to be a "leading provider of engineered industrial products for the process and general manufacturing industries worldwide." EnPro's website indicates that EnPro's products and services include PTFE films, sealant tapes, gaskets, compounds, PTFE machining and fabrication, and fluoropolymer surface modifications 27. Dr. Rosenmayer has provided Gore a copy of the job description for the job he

has accepted (the "Job Description"). It is attached as Exhibit C. 28. The Job Description states that Plastomer is a "provider of PTFE . . . solutions

focusing on creative and innovative products . . . for a wide range of industrial arenas," including "wire and cable, filtration, electronic, medical, oral care, outdoor fabric and countless others." This statement is equally descriptive of Gore, as well. 29. The Job Description states that Plastomer currently sells into the semi

conductor and medical industries, among others, and that "experience in these areas would be beneficial."
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30.

Indeed, Plastomer and Gore both manufacture PTFE and are engaged in

processing PTFE into tapes and fibers for, among other uses, applications in industrial products, such as wire and cable, microelectronics, sealants and membranes. As noted above, Dr. Rosenmayer served as Gore's Research and Development leader at Gore's Putzbrunn, Germany facility for approximately six years. 31. Both Plastomer and Gore manufacture the same category of products utilizing

PTFE technology, including tape for cable assemblies, and PTFE applications for the microelectronics industry, including semi-conductors. Dr. Rosenmayer has been involved in all of these applications at Gore since he was hired in 1992, and has served as Gore's Project Champion for the Microelectronics Process Core Team (which has targeted, among other industries, the semi-conductor industry) since 2007. 32. The Job Description states that as Vice President and General Manager of

Plastomer, Dr. Rosenmayer will be responsible for the overall management of Plastomer, including: (1) developing business strategies and evaluating business opportunities; (2) developing marketing strategies and evaluating market conditions; (3) providing management leadership to all functional areas of Plastomer, including research, development and manufacturing personnel. 33. The Job Description states that "the ideal candidate will have PTFE,

performance polymer or composite experience." COUNT I (Breach of Contract) 34. Gore restates and realleges all previous paragraphs.

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35.

As a condition of his employment with Gore commencing in 1992, Dr.

Rosenmayer signed the Service Agreement attached hereto as Exhibit A. Dr. Rosenmayer also signed successive versions of the TFE Agreement over the course of the last decade, the most recent of which is attached as Exhibit B. 36. agreements. 37. Dr. Rosenmayer has repudiated and breached these agreements with Gore by Gore has fully complied with all of its obligations under each of these

accepting the above-referenced employment with Plastomer, and proceeding with his announced employment with Plastomer to begin on April 1, 2008. Dr. Rosenmayer's employment with Plastomer violates his obligation as agreed to in the Service Agreement to refrain from engaging in any business activity in competition with Gore for a period of one year following the termination of his employment. Such employment also violates Dr. Rosenmayer's obligation as repeatedly agreed to in the TFE Agreements to refrain from directly or indirectly associating with any entity involved in the manufacturing, research or development of TFE-containing polymers, including PTFE, and products made therefrom. 38. Given the high-level nature of his position with Gore, and the high-level

nature of his anticipated position with Plastomer, it is inevitable that Dr. Rosenmayer would disclose proprietary and confidential Gore information to Plastomer in further breach of his duties of non-disclosure, as set forth in both the Service Agreement and the TFE Agreements. 39. Gore has no adequate remedy at law for Dr. Rosenmayer's announced breach

of contract. In both the Service Agreement and TFE Agreement, Dr. Rosenmayer agreed that a violation of the agreements entitled Gore to preliminary and permanent injunctive
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relief. If not enjoined, Dr. Rosenmayer will cause irreparable harm to the rights of Gore and to Gore's business, reputation, and goodwill. WHEREFORE, Gore demands judgment against the defendant and respectfully requests that the Court: 1. 2. Issue a temporary restraining order in the form proposed herewith; Issue orders preliminarily and permanently enjoining Dr. Rosenmayer from all

further unlawful conduct, as described above, and directing defendant to take appropriate steps to remedy any unlawful conduct, including but not limited to refraining from any further misconduct, accounting for and returning all Gore property and information in their possession or under their control; and 3. Order all other relief that the Court deems proper and just in the

circumstances.

YOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ Martin S. Lessner Martin S. Lessner, Esquire (No. 3109) Michael P. Stafford, Esquire (No. 4461) The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, Delaware 19899-0391 Telephone: (302) 571-6698 Facsimile: (302) 576-3309 Attorneys for Plaintiff W.L. Gore & Associates, Inc.

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Of Counsel: Charles Knapp Julie Giddings FAEGRE & BENSON 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-3901 (612) 766-7000 (612) 766-1600 Dated: March 28, 2008

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EXHIBIT A

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EXHIBIT B

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EXHIBIT C

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EXHIBIT B

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

W.L. Gore. & Associates, Inc., Plaintiff, vs. Charles Thomas Rosenmayer, PhD., Defendant. C.A. No. _______________

MOTION FOR TEMPORARY RESTRAINING ORDER

Plaintiff W.L. Gore & Associates, Inc. (hereinafter "Gore"), by and through its attorneys, hereby moves this Honorable Court, pursuant to Court of Chancery Rule 65, for a temporary restraining order enjoining defendant from engaging in any employment with Plastomer Technologies, or otherwise acting in contravention of his contractual obligations to Gore. The grounds for this motion are set forth in Plaintiff's Verified Complaint and the accompanying Memorandum of Law in Support of Motion for Temporary Restraining Order, filed contemporaneously herewith. YOUNG CONAWAY STARGATT & TAYLOR, LLP

/s/ Martin S. Lessner Martin S. Lessner, Esquire (No. 3109) Michael P. Stafford, Esquire (No. 4461) The Brandywine Building 1000 West Street, 17th Floor P.O. Box 391 Wilmington, Delaware 19899-0391 Telephone: (302) 571-6698 Facsimile: (302) 576-3309 Attorneys for Plaintiff W.L. Gore & Associates, Inc.

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Of Counsel: Charles Knapp Julie Giddings FAEGRE & BENSON 2200 Wells Fargo Center 90 South Seventh Street Minneapolis, MN 55402-3901 (612) 766-7000 (612) 766-1600 Dated: March 28, 2008
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EXHIBIT C

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IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE

W.L. Gore. & Associates, Inc., Plaintiff, vs. Charles Thomas Rosenmayer, PhD., Defendant. C.A. No. _______________ MEMORANDUM OF LAW IN SUPPORT OF PLAINTIFF'S MOTION FOR TEMPORARY RESTRAINING ORDER

INTRODUCTION This action is brought to enjoin the defendant's announced intention to violate his contractual obligations to W.L. Gore & Associates, Inc. ("Gore" or "the Company") as set forth in multiple confidentiality and non-competition agreements that he signed during his sixteen years of employment with Gore as a research scientist and business leader. Defendant Charles Thomas Rosenmayer ("Dr. Rosenmayer") has worked as a materials scientist for Gore since 1992 in various important roles for the Company. From 2000 through 2006, Dr. Rosenmayer was employed as Research and Development Leader of a Gore polytetrafluoroethylene ("PTFE") manufacturing facility in Germany and, in that capacity, served on Gore's world-wide Core Technology Leadership Team. Since that time, Dr. Rosenmayer has assumed responsibility as worldwide Project Champion for the Gore Microelectronics Process Core Team in an effort to enhance and further develop Gore's existing PTFE applications business in the microelectronics industry. Dr. Rosenmayer has had intimate access to, and indeed has created, a substantial body of proprietary and confidential research, know-how and trade secrets regarding Gore's core technologies, business plans and strategies.
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At the outset and during the course of his employment with Gore, Dr. Rosenmayer signed a series of non-disclosure and non-competition agreements that prohibit him from the unauthorized disclosure or use of confidential Gore information, from conducting research and development concerning Gore's core technologies (including PTFE) for two years following the termination of his employment, and from otherwise competing with Gore for one year after the termination of his employment. On March 25, 2008, Dr. Rosenmayer advised Gore that he had decided to accept a position of employment with a Gore competitor, Plastomer Technologies ("Plastomer"). Like Gore, Plastomer is in the business of manufacturing PTFE and developing innovative products using PTFE technologies, including PTFE-related products and services for the electronics, microelectronics, filtration, medical, and fabrics industries. Dr. Rosenmayer's prospective employment with Plastomer will be to serve as its Vice President and General Manager, responsible for overseeing all aspects of the company's operations. Dr. Rosenmayer advised that his last day of employment with Gore would be March 31, 2008, and that his first day of employment with Plastomer would be April 1, 2008. Gore has advised Dr. Rosenmayer that his employment with Plastomer would be in contravention of his non-competition obligations with Gore. Gore also has advised Dr. Rosenmayer that given the nature of his employment at Gore, and the nature of his prospective employment at Plastomer, it would be inevitable that he would disclose trade secrets of Gore in the course of his employment at Plastomer, in violation of his nondisclosure obligations with Gore. Gore has offered to continue Dr. Rosenmayer's employment or, in the alternative, to pay for a headhunter in order for Dr. Rosenmayer to find other, suitable employment. Dr. Rosenmayer has refused.
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By this motion, and pursuant to Chancery Court Rule 65, Gore seeks a temporary restraining order enjoining defendant Dr. Rosenmayer from working for Plastomer or otherwise engaging in any business activity which is in competition with Gore. Copies of Gore's Verified Complaint, Motion for Temporary Restraining Order, and this Memorandum of Law have been delivered to Dr. Rosenmayer's attorney by e-mail and hard copy delivery. Gore also is attempting personal service of Dr. Rosenmayer. STATEMENT OF FACTS I. THE PARTIES A. Gore

Gore is a privately-held corporation organized and existing under the laws of the State of Delaware, having its principal place of business at 555 Papermill Road, Newark, Delaware. Verified Complaint ("Ver. Compl.") ¶ 4. Founded in 1958, Gore currently employs approximately 8,000 associates in 45 locations around the world. Ver. Compl. ¶ 5. Gore's proprietary technologies encompassing polymers made or derived from the fluoropolymer polytetrafluoroethylene ("PTFE") have resulted in numerous products and product applications for wire and cable, fabric, medical, filtration membrane, sealant, and other applications in diverse industries. Id. B. Charles Thomas Rosenmayer, Ph.D

Dr. Rosenmayer is a materials scientist with a B.S. in metallurgical engineering from the University of Missouri, and a Ph.D in materials science from Rice University. Ver. Compl. ¶ 5. Gore hired Dr. Rosenmayer in January 1992 to work at Gore's then-wire and cable manufacturing facility in Manor, Texas. Ver. Compl. ¶ 6. Dr. Rosenmayer has worked for Gore in a number of locations, and has worked the last several years out of one of Gore's
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Elkton, Maryland facilities. Ver. Compl. ¶ 5. Over time, Gore has assigned Dr. Rosenmayer various important job duties that have involved access to Gore's core technologies and research and development efforts. Ver. Compl. ¶ 6. Indeed, Dr. Rosenmayer is the named inventor on at least eight patents relating to Gore technology, including two that were only filed within the last year. Ver. Compl. ¶ 13. Prior to his employment with Gore, Dr. Rosenmayer had little, if any, substantive work experience relating to PTFE, a fluoropolymer that is central to Gore's core technologies. Ver. Compl. ¶ 9. In approximately 1995, Dr. Rosenmayer transferred to a Gore facility in Eau Claire, Wisconsin, where Gore manufactured semi-conductor technologies using PTFE microemulsions. Ver. Compl. ¶ 10. In this position, Dr. Rosenmayer worked closely with a Gore joint venture research facility in Shanghai, China (Shanghai Gore 3F FluoroMaterials Company, Ltd.) on the development of novel fluoropolymer materials to enhance the performance of semi-conductors and other microelectronics. Id. In 2000, Dr. Rosenmayer was promoted to the position of Research and Development Leader at Gore's Putzbrunn, Germany PTFE manufacturing facility. Ver. Compl. ¶ 11. In this position, Dr. Rosenmayer had considerable and intimate access with Gore's PTFE technology, polymerization processes, business plans and partnerships, and had the potential to improve or change those details through his activities. Id. As Research and Development leader, Dr. Rosenmayer served on Gore's world-wide core technology leadership team with other top Gore technology leaders throughout the world. Id. This team met regularly to discuss intimate details regarding Gore's research and development, technological processes, business plans and strategies. Id. Dr. Rosenmayer transferred back to Gore's U.S. operations in approximately 2006.
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Ver. Compl. ¶ 12. Since that time, Dr. Rosenmayer has served as Gore's worldwide Project Champion for the Gore Microelectronics Process Core Team, officing out of one of Gore's Elkton, Maryland facilities. Id. In that position, Dr. Rosenmayer has been responsible for leading a team of Gore leaders in interfacing with other Gore business teams, including the sealant, industrial filtration, fabrics, wire and cable teams, in an effort to enhance and further develop Gore's existing PTFE applications business in the microelectronics industry. Id. As Project Champion, Dr. Rosenmayer assumed responsibility for all aspects of this business, including research and development, manufacturing, marketing, sales, and the interaction with all other aspects of Gore's business. Id.1

Given Dr. Rosenmayer's multiple and significant contacts with Delaware (see Ver. Compl. 7), the Court has personal jurisdiction over Dr. Rosenmayer. See, e.g., Ciena Corp. v. Jarrard, 203 F.3d 312, 317-18 (4th Cir. 2000) (non-resident former employee who visited employer's headquarters in Maryland for training and regular meetings and entered into noncompetition agreement with Maryland-based employer had sufficient contacts with state to support personal jurisdiction over her in case for breach of non-competition agreement); Equifax Services v. White & White Inspection and Audit Service, Inc., 905 F.2d 1355, 135759 (10th Cir. 1990) (court had personal jurisdiction over non-resident employee who visited employer's office in state, had regular contact with employees in state, and was paid from state; "when forum contacts are a natural result of a contractual relationship, it indicates purposeful affiliation with the forum through an interstate contractual relationship"); Alta Analytics Inc. v. Muuss,75 F. Supp. 2d 773, 776 (S.D. Ohio 1999) (Ohio court had jurisdiction over non-resident employee who executed non-competition agreement in different state where customer support, payroll, accounting, and human resources departments were in Ohio and employee regularly received written materials from state and communicated with individuals in Ohio); Sprint Corp. v. Deangelo, 12 F. Supp. 2d 1184, 1185 (D. Kan. 1998) (Kansas court had jurisdiction over non-resident former employee who visited Kansas several times per year and communicated with employer in Kansas); Century Data Systems, Inc v. McDonald, 428 S.E.2d 190 (N.C. Ct. App. 1993) (non-resident employees subject to personal jurisdiction where made trips to state, received training in state, and were administered paychecks and other services from employer in state).

1

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II.

GORE'S EFFORTS TO PROTECT ITS CONFIDENTIAL AND PROPRIETARY INFORMATION AND TRADE SECRETS, AND DR. ROSENMAYER'S CONTRACTUAL OBLIGATIONS TO GORE Gore has invested substantial money, time, and effort researching the attributes of

PTFE and other fluoropolymers, their methods of manufacture, and refining their use for commercial applications. Ver. Compl. ¶ 15. This trade secret technology is extremely valuable to Gore. Id. To maintain the secrecy of its information and maintain its competitive position, Gore spends substantial time, effort, and money to develop and maintain the confidentiality of its trade secrets. Ver. Compl. ¶ 16. Gore requires each employee to sign an agreement in which the employee acknowledges the nature of Gore's trade secret and confidential information, agrees not to disclose the information, and agrees not to compete with Gore after the termination of their employment. In addition, Gore protects its trade secrets through complex, high-level security measures including security cameras, full-time security personnel, and an electronic key card system that regulates access to various areas within the facility and monitors and records the coming and going of all personnel. Id. Visitors to the facilities must sign in at the front entrance and must be escorted about the facility. Id. Gore regularly conducts workshops reminding its employees of the criticality of protecting Gore's trade secrets. Id. Gore's trade secret and confidential information is disclosed only on a need-to-know basis, and all associates are trained on this need-to-know policy. Id. The components, chemistry, manufacturing methods and processing, research and development of PTFE and PTFE-containing products are deemed by Gore to be secret and are even protected from open disclosure within Gore by additional confidentiality agreements ("TFE Agreements") and
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highly controlled access. Id. For example, Gore restricts access to certain areas within its facilities in which this work takes place, and documents and internal presentations at which this work is discussed, only to the relatively small group of employees who have signed the TFE Agreements. Id. A. Dr. Rosenmayer's Service Agreement

At the inception of his employment on January 6, 1992, Dr. Rosenmayer executed (as required by all new employees) a service agreement with Gore (hereinafter, the "Service Agreement"). Ver. Compl. ¶ 18, Exh. A. In that agreement, Dr. Rosenmayer acknowledged and agreed that: · Gore developed its "paper work, documents and know-how," including "customer lists, manufacturing processes, devices, techniques, plans, methods, drawings, blueprints reproductions, data, tables, calculations, and letters . . . at great expense and over lengthy period of time;" · this information is "unique and constitute[s] the exclusive property and trade secrets of Gore;" · any use of this information by Dr. Rosenmayer "other than for the sole benefit of Gore" would be wrongful and would injure Gore irreparably; · Dr. Rosenmayer could not disclose or use this information for his own benefit or the "direct or indirect" benefit of anyone other than Gore without Gore's written consent; · if Dr. Rosenmayer violated the Agreement, Gore would be entitled to preliminary and permanent injunctive relief and an equitable accounting; · if his employment was terminated, Dr. Rosenmayer would promptly deliver back to Gore all Gore information "in his possession or under his control" and would "not engage in any business activity in competition with Gore" for one year thereafter; · if, during his employment or for three years afterward, Dr. Rosenmayer made or conceived "improvements or inventions" relating in any way

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to Gore's activities or business, Dr. Rosenmayer would promptly disclose them and they would be Gore's property exclusively; and · upon termination of this employment, Dr. Rosenmayer would not engage in any business activity in competition with Gore for a period of one (1) year thereafter. Id. B. Dr. Rosenmayer's TFE Agreements

As a condition of being granted access to Gore's core technology, Gore required Dr. Rosenmayer to execute a second agreement, entitled "Tetrafluoroethylene Polymers Confidentiality and Non-Competition Agreement" (the "TFE Agreement"). Ver. Compl. ¶ 19. Dr. Rosenmayer was first asked to sign a TFE Agreement after his transfer to Gore's Eau Claire facility in the late 1990's, and has signed successive TFE Agreements thereafter. Id. Dr. Rosenmayer received additional compensation from Gore each year in consideration of signing these agreements. Id. For example, Dr. Rosenmayer received a $400 bonus in 2005, 2006, 2007, and 2008 for signing the TFE Agreement in each of those years. Id. In this agreement, Dr. Rosenmayer acknowledged that: · Gore had invested "considerable time, effort, and many millions of dollars" in developing and refining technology involving PTFE and other tetrafluoroethylene polymers; · Gore intended to continue to develop and refine this technology, and Gore's continued success depended upon this technology remaining the sole property of Gore, and not known to or used by others; and · Gore had entrusted Dr. Rosenmayer with know-how, and Dr. Rosenmayer "recognizes the valuable and confidential nature of this know-how" and "understands that its use or knowledge by others would be detrimental to Gore."

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Ver. Compl. Exh. B. Accordingly, Dr. Rosenmayer agreed in the TFE Agreements to undertake the following supplemental obligations to Gore: · Dr. Rosenmayer would "promptly and fully inform and disclose to Gore all inventions, design improvements, and discoveries" made or conceived during his employment with Gore, whether Dr. Rosenmayer conceived them "alone or with others and whether or not conceived during regular working hours. All such inventions, designs, improvements and discoveries shall be the exclusive property of Gore;" · while employed with Gore, Dr. Rosenmayer would "have access to and become familiar with various confidential know-how and trade secrets" of Gore, including information "used by Gore in manufacture, selection, purchasing and transportation of PTFE and other polymers containing TFE, the manufacturing of products from PTFE and other polymers containing TFE, dealing in products made therefrom, or research and development concerning the same;" · Dr. Rosenmayer "shall not disclose any Gore confidential knowhow or trade secrets, directly or indirectly, nor use them in any way, either during the term of this Agreement or any time thereafter, except in a manner authorized by Gore;" · "[a]ll files, records, documents, drawings, specifications, equipment, and similar items relating to Gore's business or research activities, whether prepared by [Dr. Rosenmayer] or otherwise coming into his[] possession, shall remain the exclusive property of Gore" and Dr. Rosenmayer would "safeguard their confidentiality and return them to Gore when []he terminates;" and · for two years after termination of his employment with Gore, Dr. Rosenmayer "shall not for any reason, directly or indirectly, by any means or device whatsoever . . . compete with Gore by associating himself[] in any way with a person or entity that is involved in the manufacturing, purchasing, selecting, or transportation of PTFE . . . or conducting research and development concerning the same." Id.

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C.

Dr. Rosenmayer's Access To and Recognition of the Confidentiality of Gore Proprietary Information

Dr. Rosenmayer has worked on highly sensitive and proprietary projects at Gore, and has had intimate access to Gore's PTFE technology, manufacturing processes, intellectual property discussions, business plans and strategic planning. Ver. Compl. ¶ 21. He has been employed as a global research and development leader for Gore, and from 2000 through 2006 was responsible for the manufacture, processing, and improvement of technologies relating to the manufacturing and process of PTFE at Gore. Ver. Compl. ¶ 22. He is currently heading up a team of Gore associates responsible for the development of an entire line of business for Gore in the microelectronics area. Ver. Compl. ¶ 23. Given his status with the Company, Dr. Rosenmayer has been allowed to attend meetings in which the most sensitive of Gore trade secret information is discussed regarding all aspects of the Company's business, including Gore Intellectual Property Committee meetings and Gore Core Technology Leadership Team meetings. Ver. Compl. ¶ 24. He also was invited to, attended and even organized internal research and development meetings at Clayton Hall at the University of Delaware that are held on a monthly basis and which are open only to higher-level Gore associates. Ver. Compl. ¶ 7. In addition, as a core technology leader at Gore, Dr. Rosenmayer has received internal written communications regarding highly confidential and proprietary trade secrets regarding all aspects of Gore. Ver. Compl. ¶ 24. For example, Dr. Rosenmayer received regular "TFE Polymerization Platform Monthly Technical Reports," which are replete with proprietary technical detail, and summarized in technical detail the status of various Gore research and development projects throughout the company (not just those projects or products upon

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which Dr. Rosenmayer worked). Id. These reports included proprietary information on projects involving Gore's pioneering efforts in other area, including biomedical and fuel cell applications. Id. Each and every one of these internal reports were marked "CONFIDENTIAL GORE PTFE TECHNOLOGY" and the distribution was limited to a handful of top Gore research and development leaders. Id. Further dissemination of the reports were expressly limited to "PTFE Agreement signers only." Id. III. DR. ROSENMAYER'S REPUDIATION OF HIS NON-COMPETE OBLIGATIONS AND ACCEPTANCE OF EMPLOYMENT WITH PLASTOMER TECHNOLOGIES On or about March 13, 2008, Dr. Rosenmayer advised Gore that he was considering accepting an offer of employment with Plastomer as its Vice President and General Manager. Ver. Compl. ¶ 2. Because Plastomer is a direct competitor of Gore, Gore advised Dr. Rosenmayer that his proposed new employment was unacceptable insofar as it violated his contractual obligations to Gore. Id. Gore offered to continue Dr. Rosenmayer's employment or to pay for a headhunter to assist Dr. Rosenmayer to find employment that did not violate his contractual obligations to Gore. Id. However, on March 25, 2008, Dr. Rosenmayer refused Gore's offer, proffered his resignation of employment with Gore, and advised Gore that he intended to commence employment with Plastomer on Tuesday, April 1, 2008. Id. Plastomer is a division of EnPro Industries, Inc. Ver. Compl. ¶ 26. EnPro operates 35 manufacturing facilities throughout North America, Asia and Europe, and purports to be a "leading provider of engineered industrial products for the process and general manufacturing industries worldwide." Id. Like Gore, Plastomer represents itself to be a "provider of PTFE . . . solutions focusing on creative and innovative products . . . for a wide range of industrial arenas," including "wire and cable, filtration, electronic, medical, oral
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care, outdoor fabric and countless others." Ver. Compl. ¶ 27-30, Exh. C. Like Gore, Plastomer currently sells into the semi-conductor and medical industries, among others. Id. Indeed, both Gore and Plastomer manufacture PTFE and are engaged in processing PTFE into tapes and fibers for, among other uses, applications in industrial products, such as wire and cable, microelectronics, sealants and membranes. Id. Dr. Rosenmayer has provided Gore a copy of the job description for the job he has accepted (the "Job Description"). Ver. Compl. ¶ 27, Exh. C. According to the Job Description, Plastomer considered as the ideal candidate for the position someone with PTFE experience and with experience developing and selling PTFE applications in the semi conductor, medical and general industrial industries. Ver. Compl. Exh. C. The Job Description also makes clear that the position will be responsible for the overall management of Plastomer's operations, including: (1) developing business strategies and evaluating business opportunities; (2) developing marketing strategies and evaluating market conditions; and (3) providing management leadership to all functional areas of Plastomer, including research, development and manufacturing personnel. Id. Both Plastomer and Gore manufacture the same category of products utilizing PTFE technology, including tape for cable assemblies, and PTFE applications for the microelectronics industry, including semi-conductors. Ver. Compl. ¶ 31. Dr. Rosenmayer has been involved in all of these applications at Gore since he was hired in 1992, and has served as Gore's Project Champion for the Microelectronics Process Core Team (which has targeted, among other industries, the semi-conductor industry) since 2007. Id. It is inconceivable that he could perform the job required of him as General Manager of

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Plastomer without utilizing his vast knowledge of Gore's trade secret technology, manufacturing processes, business plans and strategies. ARGUMENT I. APPLICABLE LAW A threshold issue in this matter is what law this Court should apply in deciding this motion. With respect to what test the court should apply for determining whether a temporary injunction is appropriate, this Court should apply Delaware common law regarding the elements necessary to establish whether injunctive relief is appropriate. Deloitte & Touche U.S.A. LLP v. Lamela, Del. Ch., C.A. No. 1542-N, 2005 Del. Ch. LEXIS 164, at *17 (2005) ("The standard for determining whether to grant a preliminary injunction is procedural and therefore governed by Delaware law."); Custom Video v. N.A. Video, Del. Ch., C.A. No. 9261, 1987 Del Ch. LEXIS 488, at *2-3 (1987) (applying Delaware law standards for preliminary injunction where a different state's substantive law governed). Although the Court should apply the Delaware common law test in determining whether a temporary restraining order is appropriate, the issue of what law the Court should apply in determining whether the plaintiff can satisfy that test is another issue. See Custom Video, 1987 Del Ch. LEXIS 488, at *2-3. In determining what state substantive law to apply, the court must follow Delaware's choice of law rules. See Klaxon Co. v. Stentor Electric Manufacturing Co. Inc., 313 U.S. 487 (1941); Perez v. Short Line, Inc., Del. Super., 231 A.2d 642, 643 (1967). Delaware law provides that a court need not engage in a choice of law analysis where no conflict has been established between the potentially applicable laws. Merck & Co. v. SmithKline Beecham Pharms. Co., Del. Ch., C.A. No. 15443-NC,
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1999 Del. Ch. LEXIS 242, at *49-50 (1999) ("Choice of law is an issue that need not be resolved. No party has pointed to any substantive difference in the laws of the various states having some contact with the matters at issue."); Shook & Fletcher v. Safety National Casualty Corp., Del. Supr., 909 A.2d 125, 128 (2006) (absent conflict of law, no need for choice of law analysis and court may apply law of forum state); Sun-Times Media Group, Inc. v. Royal & SunAlliance Ins., Del. Super., C.A. No. 06C-11-108 RRC, 2007 Del. Super. LEXIS 402, at *29 (2007) ("absent any conflict, the Court may apply general principles that are consistent with the law of either jurisdiction...choice of law is not an issue ...at this time because there is no demonstrated conflict"). Here, the only potentially applicable laws are those of the State of Delaware and the State of Maryland. Although Dr. Rosenmayer may argue that the law of the State of Maryland is more applicable given that he has been assigned to work in Maryland, the common law in both states in this area is substantially similar. Trinity Transport, Inc. v. Ryan, Del. Ch., C.A. No. 922, 1986 Del. Ch. LEXIS 468, at *4-5 (1986). Thus, absent an actual conflict of laws in this case, the Court should apply the laws of its own jurisdiction in this case.2
2

If there were an actual conflict between the laws of Delaware and Maryland, the choice of law question would be analyzed under the "most significant relationship" test. Reese v. Wheeler, Del. Super., C.A. No. 99C-04-002-RFS, 2003 Del. Super. LEXIS 388, at *9 (2003). Under the test, a Court considers the following contacts in applying conflicts of law principles: (a) the place of contracting; (b) the place of negotiation of the contract; (c) the place of performance; (d) the location of the subject matter of the contract; and (e) the domicil, residence, place of incorporation, and place of business of the parties. Id. Courts consider those factors in applying the following choice of law considerations: (a) the needs of the interstate system; (b) the relevant policies of the forum; (c) the relevant policies of other interested states; (d) the protection of justified expectations; (e) the basic policies underlying the particular field of law; (f) certainty, predictability and uniformity of result; and (g) ease in determination and application of law to be applied. Travelers Indemnity Co. v. Lake, Del. Supr., 594 A.2d 38, 47 (1991). Under that test, Delaware's laws should still be applied to this case. Delaware has a significant connection with the facts of this matter,
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II.

GORE IS ENTITLED TO A TEMPORARY RESTRAINING ORDER A. Standard for Relief

In deciding whether to grant a motion for a temporary restraining order, the Court must consider the following factors: (1) whether the plaintiff has demonstrated a colorable claim; (2) the possibility of irreparable harm to the plaintiff if the injunction is not granted; and (3) whether the balance of hardships favors the granting of an injunction after weighing the equities involved. Robert M. Bass Group, Inc. v. Evans, Del. Ch., C.A. No. 9953, Jacobs, V.C. (June 10, 1988), transcript at 4-6; Cottle v. Carr, Del. Ch., C.A. No. 9612, 1988 Del. Ch. LEXIS 21, at*6-8, (Feb. 9, 1988). Consideration of these factors demonstrates that Gore is entitled to the relief it seeks. B. Gore Has Established a Colorable Claim

In reviewing whether a plaintiff has presented a "colorable claim," a court must accept the facts alleged as true. UIS, Inc. v. Walbro Corp., Del. Ch., C.A. No. 9323, slip. op. at 3 (Allen, C.) (Oct. 5, 1987). A colorable claim is one that "is not frivolous on its face." Newell & Assocs. v. Newell, Del. Ch., C.A. No. 16113-NC (Chandler, C.) (Dec. 29, 1997), transcript at 17. As discussed below, Gore has asserted a colorable claim (and in fact, has a strong likelihood of success on the merits).

given that Gore is a Delaware corporation with its principal place of business in Delaware, the consideration for the agreements at issue was paid from Delaware, and Dr. Rosenmayer performed substantial duties, including the filing of several patents to which Dr. Rosenmayer is the named inventor, in Delaware. Moreover, application of Delaware law would simplify the judicial task of this Court, as the Court presumably is more familiar with Delaware law than any other state law. Also, application of Delaware law would advance the interests of Delaware, given the state's long history of recognizing the validity of restrictive covenants and significant interest in protecting corporations doing business in Delaware from the breaching of such contracts and the loss of trade secrets and confidential information.

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Dr. Rosenmayer's announced employment with Plastomer clearly would constitute a breach of his Service Agreement and TFE Agreements with Gore. Dr. Rosenmayer's agreements with Gore impose enforceable contractual obligations on Dr. Rosenmayer. See, e.g., Bunnell Plastics, Inc. v. Gamble, Del. Ch., C.A. No. 5913, 1980 Del. Ch. LEXIS 629 (1980) (employer's protectable interest includes legitimate interest in protecting business secrets disclosed to employees) (citing Solari Industries, Inc. v. Malady, 55 N.J. 571, 264 A.2d 53 (1970)); Capital Bakers, Inc. v. Leahy, Del. Ch., 178 A. 648 (1935) (signing of covenant not to compete at inception of employment relationship provides sufficient consideration); Hammermill Paper Co. v. Palese, C.A. No. 7128 (1983) (payment to plaintiff in exchange for signed covenant not to compete constitutes adequate consideration).3 There can be little dispute that Dr. Rosenmayer has in fact announced his intention to act in violation of his Service Agreement and TFE Agreements. Dr. Rosenmayer has agreed to commence employment with a direct competitor of Gore in only a few days as its Vice President and General Manager. This is in violation of the commitment he made in his Service Agreement to refrain from engaging in any business activity in competition with Gore for a period of one year following his termination of employment. At Plastomer, Dr. Rosenmayer will oversee Plastomer's research, development, business strategies, and marketing strategies for the research, development, manufacture and application of PTFE. This is in violation of the commitment he made in the TFE Agreements to refrain for a
3

See also Becker v. Bailey, 268 Md. 93, 299 A.2d 835, 838 (1973) (covenants not to compete will be enforced to prevent misuse of employer's trade secrets); Gill v. Computer Equip. Corp., 266 Md. 170, 292 A.2d 54, 59 (1972) (signing of covenant not to compete at inception of employment provides sufficient consideration); Ruhl v. F.A. Bartlett Tree Expert Co., 245 Md. 118, 225 A.2d 288, 290 (1967) (increase in pay constitutes sufficient consideration).
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period of two years following the termination of his employment with Gore from associating with any entity that is involved in the research, development or manufacture of PTFE, or involved in dealing with products made from PTFE. In addition, it is inevitable that Dr. Rosenmayer will utilize Gore trade secrets in his new capacity at Plastomer, in further violation of his contractual obligations to Gore. Gore's processes for the manufacture of PTFE, its recipes, its research and development for the application of PTFE for various products, and its business plans and strategies relating to the same are not generally known to others, they would be valuable to others, and they are subject to measures to maintain their secrecy. They qualify as trade secrets. 6 Del. C. § 2001(4); W.L. Gore & Associates, Inc. v. Wu, Del. Ch., C.A. No. 263-N, 2006 Del. Ch. LEXIS 176, at *49-50 (2006); Merck & Co., 1999 Del. Ch. LEXIS 242, at *50-64; American Totalisator Co. Inc. v. Autotote Ltd., Del. Ch., C.A. No. 7268 (Longobardi, V.C.) (Aug. 18, 1983) (granting plaintiff's motion for temporary restraining order against disclosure of trade secrets by former employee and finding that "[t]he record can support a finding that the contested material is `secret' or `substantially secret' and the duty to keep it secret arose from the very relationship of employer and employee that existed between Plaintiff and [the former employee]."); Perolin Co. v. West, Del. Ch., C.A. No. 670-K (Hartnett, V.C.) (Dec. 8, 1980), Let. Op. at 5 (the "general rule . . . is that even in the absence of a contractual restriction a former employee is precluded from using for his own advantage, and to the detriment of his former employer, confidential information or trade secrets acquired by or imparted to him in the course of his employment."); 6 Del. Code Ann. § 2001

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(2003).4 In his position at Plastomer, it is inconceivable that Dr. Rosenmayer could perform his job in overseeing Plastomer's PTFE manufacturing operations, PTFE processing and product applications, research and development, and business planning without utilizing his vast kn