A
DIRECTOR, EQUITY HOLDER, OFFICER, EMPLOYEE, EMPLOYER, PRINCIPAL, AGENT, MANAGER,
CONSULTANT, INDEPENDENT CONTRACTOR, ADVISOR OR OTHERWISE:
(A)
EMPLOY OR SOLICIT FOR EMPLOYMENT, OR ADVISE
OR RECOMMEND TO ANY OTHER PERSON THAT THEY EMPLOY OR SOLICIT EMPLOYMENT, OR
OTHERWISE MATERIALLY ASSIST ANY OTHER PERSON IN EMPLOYING OR SOLICITING FOR
EMPLOYMENT, ANY EMPLOYEE OF ISG OR ANY OF ITS AFFILIATES; OR
(B)
SOLICIT OR ENCOURAGE ANY EMPLOYEE OF ISG OR
ANY OF ITS AFFILIATES TO LEAVE THE EMPLOY OF THE COMPANY OR ANY OF ITS
AFFILIATES OR TO DO ANY ACT THAT IS DISLOYAL TO ISG OR ANY OF ITS AFFILIATES, IS
INCONSISTENT WITH THE INTERESTS OF ISG OR ANY OF ITS AFFILIATES OR VIOLATES OF
ANY PROVISION OF THIS AGREEMENT OR ANY CONTRACTUAL OBLIGATION SUCH EMPLOYEE HAS
WITH ISG OR ANY OF ITS AFFILIATES OF WHICH THE RESTRICTED PERSON HAS KNOWLEDGE.
For purposes of this Section 5, an individual will be considered to be an
employee of ISG or any of its Affiliates if he or she is employed by or
providing services to (including as a contractor or consultant), or was at any
time within six (6) months prior to the conduct that is prohibited by this
Section 5 employed by or provided services to, ISG or any of its Affiliates.
5.
REASONABLENESS OF RESTRICTIONS.
(A)
THE RESTRICTED PERSON ACKNOWLEDGES THAT HIS
OR HER EXPERIENCE, CAPABILITIES AND
4
CIRCUMSTANCES ARE SUCH THAT THE RESTRICTIONS CONTAINED IN THIS AGREEMENT WILL
NOT PREVENT HIM OR HER FROM EARNING A LIVELIHOOD.
THE RESTRICTED PERSON
ACKNOWLEDGES THAT HE OR SHE HAS CAREFULLY READ AND CONSIDERED ALL THE TERMS AND
CONDITIONS OF THIS AGREEMENT AND AGREES THAT THEY ARE NECESSARY FOR THE
REASONABLE AND PROPER PROTECTION OF THE COMPANY.
THE RESTRICTED PERSON FURTHER
AGREES THAT THE RESTRICTIONS REFERRED TO IN THIS AGREEMENT ARE REASONABLE IN
DURATION, GEOGRAPHIC AREA AND SCOPE AND SUBJECT MATTER AND ARE PROPERLY REQUIRED
FOR THE ADEQUATE PROTECTION OF THE BUSINESSES OF ISG AND EACH OF ITS AFFILIATES.
(B)
THE EXECUTION OF THIS AGREEMENT BY THE
RESTRICTED PERSON AND THE PERFORMANCE BY THE RESTRICTED PERSON OF THE
OBLIGATIONS HEREUNDER WILL NOT BREACH OR BE IN CONFLICT WITH ANY OTHER
CONTRACTUAL OBLIGATION TO WHICH THE RESTRICTED PERSONS IS A PARTY OR IS BOUND.
THE RESTRICTED PERSON IS NOT NOW SUBJECT TO ANY COVENANT AGAINST COMPETITION OR
SIMILAR COVENANTS OR ANY GOVERNMENTAL ORDER OR LEGAL REQUIREMENT THAT WOULD
AFFECT SUCH RESTRICTED PERSON'S PERFORMANCE OF THE OBLIGATIONS OF THIS
AGREEMENT.
6.
ENFORCEMENT.
THE RESTRICTED PERSON
HEREBY ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY VIOLATION OF THE TERMS
OF SECTIONS 3, 4 OR 5, THE RESTRICTED PERSON SHALL IMMEDIATELY SURRENDER AND
FORFEIT ALL EQUITY AWARDS; PROVIDED, THAT IN THE EVENT THE RESTRICTED PERSON HAS
TRANSFERRED ALL OR ANY PORTION OF SHARES OF COMMON STOCK OF ISG RECEIVED UNDER
SUCH EQUITY AWARDS, THE RESTRICTED PERSON SHALL BE REQUIRED TO PAY TO THE
COMPANY AN AMOUNT EQUAL TO THE PROCEEDS RECEIVED IN RESPECT OF SUCH TRANSFER OF
SHARES, ON A NET AFTER-TAX BASIS.
THE RESTRICTED