ENFORCEMENT
OF HIS RIGHTS UNDER THIS AGREEMENT, (C) IN CONNECTION WITH ANY DISAGREEMENT,
DISPUTE OR LITIGATION (PENDING OR THREATENED) BETWEEN GLADSTONE AND THE
CORPORATION OR (D) WITH THE PRIOR WRITTEN CONSENT OF THE BOARD OF DIRECTORS.
AS
USED HEREIN, "CONFIDENTIAL INFORMATION" INCLUDES INFORMATION WITH RESPECT TO
SUBJECT INVESTMENTS; PROVIDED, HOWEVER, THAT SUCH TERM, SHALL NOT INCLUDE ANY
INFORMATION THAT (X) IS OR BECOMES GENERALLY KNOWN OR AVAILABLE OTHER THAN AS A
RESULT OF A DISCLOSURE BY GLADSTONE,
(Y) IS OR BECOMES KNOWN OR AVAILABLE TO
GLADSTONE ON A NON-CONFIDENTIAL BASIS FROM A SOURCE
(OTHER THAN THE
CORPORATION) THAT, TO GLADSTONE'S KNOWLEDGE, IS NOT PROHIBITED FROM DISCLOSING
SUCH INFORMATION TO GLADSTONE BY A LEGAL, CONTRACTUAL, FIDUCIARY OR OTHER
OBLIGATION TO THE CORPORATION OR (Z) WITH REGARD TO SUBJECT INVESTMENTS, IS OR
BECOMES KNOWN OR AVAILABLE TO GLADSTONE OTHER THAN BY OR THROUGH THE
CORPORATION.
(II)
GLADSTONE CONFIRMS THAT ALL CONFIDENTIAL INFORMATION IS THE
EXCLUSIVE PROPERTY OF THE CORPORATION.
ALL BUSINESS RECORDS, PAPERS AND
DOCUMENTS KEPT OR MADE BY GLADSTONE WHILE EMPLOYED BY THE CORPORATION RELATING
TO THE BUSINESS OF THE CORPORATION SHALL BE AND REMAIN THE PROPERTY OF THE
CORPORATION AT ALL TIMES.
UPON THE REQUEST OF THE CORPORATION AT ANY TIME,
GLADSTONE SHALL PROMPTLY DELIVER TO THE CORPORATION, AND SHALL RETAIN NO COPIES
OF, ANY WRITTEN MATERIALS, RECORDS AND DOCUMENTS MADE BY GLADSTONE OR COMING
INTO HIS POSSESSION WHILE EMPLOYED BY THE CORPORATION CONCERNING THE BUSINESS OR
AFFAIRS OF THE CORPORATION OTHER THAN PERSONAL MATERIALS, RECORDS, DOCUMENTS
(INCLUDING NOTES AND CORRESPONDENCE) OF GLADSTONE NOT CONTAINING PROPRIETARY
INFORMATION RELATING TO SUCH BUSINESS OR AFFAIRS, AND BOARD MATERIALS PREVIOUSLY
PROVIDED TO GLADSTONE IN CONNECTION WITH HIS ROLE AS A MEMBER OF THE
CORPORATION'S BOARD OF DIRECTORS.
NOTWITHSTANDING THE FOREGOING, GLADSTONE
SHALL BE PERMITTED TO RETAIN COPIES OF, OR HAVE ACCESS TO, ALL SUCH MATERIALS,
RECORDS AND DOCUMENTS RELATING TO ANY DISAGREEMENT, DISPUTE OR LITIGATION
(PENDING OR THREATENED) BETWEEN GLADSTONE AND THE CORPORATION.
IN ADDITION,
GLADSTONE SHALL BE ENTITLED TO RETAIN A COPY OF THE CORPORATION'S OUTLOOK
DATABASE AS SUCH EXISTS ON OR PRIOR TO THE DATE OF THE AGREEMENT.
(C)
COVENANT NOT TO COMPETE OR SOLICIT
(I)
FOR SO LONG AS THE AMENDED SPLIT DOLLAR AGREEMENT SHALL REMAIN IN
EFFECT (THE "RESTRICTED PERIOD"), GLADSTONE, UNLESS HE RECEIVES THE PRIOR
WRITTEN CONSENT OF THE BOARD OF DIRECTORS, SHALL NOT OWN AN INTEREST IN, MANAGE,
OPERATE, JOIN, CONTROL, LEND MONEY OR RENDER FINANCIAL OR OTHER ASSISTANCE TO OR
PARTICIPATE IN OR BE CONNECTED WITH, AS AN OFFICER, EMPLOYEE, PARTNER,
STOCKHOLDER, CONSULTANT OR OTHERWISE, ANY PERSON (EACH, A "SUBJECT PERSON")
(I) THAT COMPETES WITH THE CORPORATION OR ANY WHOLLY-OWNED SUBSIDIARY OF THE
CORPORATION IN INVESTING OR CONSULTING WITH SMALL OR MEDIUM SIZED BUSINESSES IN
THE UNITED STATES WITH REGARD TO CHANGE IN CONTROL TRANSACTIONS, A RESULT OF
WHICH IS AN EMPLOYEE STOCK OWNERSHIP PLAN THAT OWNS MORE THAN 15% OF THE SUBJECT
BUSINESS OR (II) THAT SOLICITS, FOR THE PURPOSE OF PROVIDING DEBT OR EQUITY
FINANCING, OR PROVIDES DEBT OR EQUITY FINANCING TO ANY PERSON