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Conflict of Interest

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Company ABC designs and manufactures highly customized equipment.
Company XYZ contacts company ABC and asks if company ABC would be interested in doing design work ONLY for them for a particular project. Company ABC declines the offer for whatever reason.

Now employee E who works at company ABC is asked by company XYZ to do design work refused to take on by company ABC while still employed at company ABC.
Would employee E be in "conflict of Interest" with company ABC should he/she decides to take on the opportunity?

P.S: Employee E works on this project on his/her own time and does not use any of company ABC's resources.

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