Unassociated Document


    
 

     

    EXHIBIT 10.8


    EXHIBIT

    (Non-Compete)

    


    


    Optionee
agrees that for the period beginning on the Date of Grant and ending one (1)
year after Optionee’s termination of employment, Optionee will not, as an
individual or as a partner, employee, agent, advisor, consultant or in any other
capacity of or to any person, firm, corporation or other entity, directly or
indirectly, other than as a 2% or less shareholder of a publicly traded
corporation, do any of the following:

    


    a.           Carry
on any business or become involved in any business activity, which is (i)
competitive with the business of the Company (or a subsidiary or joint venture
of the Company), as presently conducted and as said business may evolve in the
ordinary course, and (ii) a business or business activity in which Optionee was
engaged in the course of Optionee’s employment with the Company (or a subsidiary
or joint venture of the Company);

    


    b.           Recruit,
solicit or hire, or assist anyone else in recruiting, soliciting or hiring, any
employee of the Company (or any subsidiary or joint venture of the Company), for
employment with any competitor of the Company (or of any subsidiary or joint
venture of the Company);

    


    c.           Induce
or attempt to induce, or assist anyone else to induce or attempt to induce, any
customer of the Company (or any subsidiary or joint venture of the Company),
with whom Optionee or anyone under Optionee’s supervision has dealt, or about
whom Optionee has been provided any confidential information, to discontinue,
divert, reduce or not renew its business with the Company (or with any
subsidiary or joint venture of the Company), or disclose to anyone else any
confidential information relating to the identities, preferences, and/or
requirements of any such customer; or

    


    d.           Engage
in any other conduct inimical, contrary or harmful to the interests of the
Company (or any subsidiary or joint venture of the Company), including, but not
limited to, conduct related to Optionee’s employment, or violation of any
Company policy.

    


    Remedies.

    


    a.           In
the event of a breach or, with respect to subparagraph (i), threatened breach of
this Exhibit, the Company shall be entitled, in addition to any other legal or
equitable remedies it may have:

    


    (i)           to
temporary, preliminary and permanent injunctive relief restraining such breach
or threatened breach. Optionee hereby expressly acknowledges that the harm which
might result as a result of any noncompliance by Optionee would be largely
irreparable, and Optionee agrees that if there is a question as to the
enforceability of any of the provisions of this Agreement, Optionee will abide
by the Exhibit until after the question has been resolved by a final judgment of
a court of competent jurisdiction;

    


    (ii)           to
cancel this option; and/or

    


    (iii)           with
respect to this option or any part thereof that has been exercised by Optionee
during the three-year period preceding such breach, to recover from Optionee an
amount equal to the excess of the fair market value of the shares of Common
Stock subject to the option (or part thereof which has been exercised) as of the
date of such exercise, over the purchase price under such option.  The
Company shall also be entitled to recover from Optionee any expenses incurred by
the Company in exercising its right of recovery under this subparagraph
(iii).  The Committee shall have sole discretion in determining the
amount that shall be recovered from Optionee under this subparagraph
(iii).

    


    b.           The
parties acknowledge and agree that the restrictions contained in this Exhibit
are reasonable in light of, among other things, the following:  (i)
The parties’ expectations regarding the Exhibit are based on the law of
Missouri, where the Company is headquartered and has its principal place of
business; (ii) The Company hereby agrees, as a result of Optionee’s agreeing to
this Exhibit, that the Company shall provide Optionee with confidential,
competitively-sensitive and proprietary information; (iii) The Company competes
both throughout the United States and in international markets; and (iv) The
confidential and competitively-sensitive information which Optionee shall be
provided, the customer and other business relationships that Optionee shall be
allowed to develop, enhance and/or solidify, and the other benefits that
Optionee is receiving as the result of agreeing to this Exhibit, justify the
restrictions contained herein.

    
      
        
        

      

       

       

       

       

       

       

       

       

       

    
EXHIBIT 10.8

    EXHIBIT

    (Compensation
Recovery Policy)

    


    


    In
addition to, and not in limitation of, the Company’s rights under any other
Exhibits, in the event of any intentional misconduct on Optionee’s part (as
determined by the Committee in its sole discretion pursuant to applicable law
and the Compensation Recovery Policy adopted by the Committee, including, but
not limited to, embezzlement, fraud, and breach of fiduciary duty) which results
in, or substantially contributes to, the need to restate the Company’s financial
statements, the Company shall be entitled (1) to cancel this option, and
(2) with respect to this option or any part thereof that has been exercised by
Optionee during any period for which restatement of the Company’s financial
statements is required (but, if such period is longer than three years, not to
exceed the three most recent years thereof), to recover from Optionee an amount
equal to the excess of the fair market value of the shares of Common Stock
subject to the option (or part thereof which has been exercised) as of the date
of such exercise, over the purchase price under such option.  Any such
amount recovered by the Company may be also be adjusted for
interest.  The Company shall also be entitled to recover from Optionee
any fines, penalties, and other expenses incurred by the Company as a result of
Optionee’s misconduct, including expenses incurred by the Company in exercising
its right of recovery under this Exhibit.  The Company shall have sole
discretion in determining the amount that shall be recovered from Optionee under
this Exhibit.


    
      
         


        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

      
         


      

    
EXHIBIT 10.8

    EXHIBIT

    (Clawback)

    


    


    During
the term of this option, and for a period ending twelve (12) months after
exercise of this option, if Optionee, as an individual or as a partner,
employee, agent, advisor, consultant or in any other capacity of or to any
person, firm, corporation or other entity, directly or indirectly, carries on
any business, or becomes involved in any business activity, competitive with the
business of the Company or any of its divisions, subsidiaries or affiliates in
which Optionee was employed (“Conduct”), then the option hereby granted shall be
void and of no force or effect, and if this option or any part thereof has been
exercised within the preceding three (3) years of such Conduct, Optionee shall
owe the Company the excess of the fair market value of the shares subject to the
option (or part thereof which has been exercised) as of the date of such
exercise, over the purchase  price under such option, and Optionee
shall pay such amount to the Company at the time Optionee commits any of the
aforementioned acts.