OR THREATENED BREACH BY EXECUTIVE OF THIS
SECTION 7 AND AGREES THAT THK MAY, IN ADDITION TO THE OTHER REMEDIES WHICH MAY
BE AVAILABLE TO IT UNDER THIS AGREEMENT, FILE SUIT IN EQUITY TO ENJOIN EXECUTIVE
FROM SUCH BREACH OR THREATENED BREACH.
8.
CERTAIN REPRESENTATIONS.
EXECUTIVE ACKNOWLEDGES THAT AS A
PUBLICLY TRADED COMPANY FUNCTIONING UNDER THE RECENTLY ENACTED SARBANES-OXLEY
ACT, THK AND ITS SUBSIDIARIES ARE SUBJECT TO CLOSE SCRUTINY REGARDING THEIR
ACTIVITIES, INTERNAL FINANCIAL CONTROLS, AND PUBLIC COMMENTS AND DISCLOSURES. TO
APPROPRIATELY PROTECT THK AND ITS SUBSIDIARIES, EXECUTIVE EXPRESSLY ACKNOWLEDGES
AND AGREES AS FOLLOWS:
(A)
EXECUTIVE'S EMPLOYMENT BY THK SHALL BE FULL-TIME EMPLOYMENT.
EXCEPT AS EXPRESSLY
PROVIDED HEREIN, DURING THE PERIOD OF SUCH EMPLOYMENT BY
THK, EXECUTIVE SHALL NOT HAVE, PROVIDE OR PERFORM ANY WORK, ADVICE, ASSISTANCE,
CONSULTATION, ANALYSIS, INPUT, PARTICIPATION, OR INTEREST WHATSOEVER (INCLUDING
BUT NOT LIMITED TO ANY FINANCIAL INTEREST, DIRECT OR INDIRECT, LEGAL OR
BENEFICIAL) IN OR FOR THE BENEFIT OF ANY CORPORATION, PARTNERSHIP, JOINT
VENTURE, LIMITED LIABILITY COMPANY, SOLE PROPRIETORSHIP, OR ANY OTHER ENTITY
WHATSOEVER, WHETHER FOR-PROFIT OR NON-PROFIT AND REGARDLESS OF WHETHER OR NOT
SUCH ENTITY COMPETES AGAINST THE BUSINESS, EXCEPTING VOLUNTEER ACTIVITIES FOR
LOCAL CHURCHES OR SCHOOLS AND PASSIVE REAL ESTATE INVESTMENTS OR INVESTMENTS IN
PUBLICLY TRADED STOCKS PROVIDED THAT SUCH VOLUNTEER ACTIVITIES AND INVESTMENTS
DO NOT INTERFERE WITH THE PERFORMANCE OF EXECUTIVE'S WORK FOR THK.
(B)
DURING AND FOLLOWING ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT BY
THK FOR ANY REASON AND UNDER ANY CIRCUMSTANCES WHATSOEVER:
(1)
EXECUTIVE SHALL REFRAIN FROM MAKING ANY PUBLIC OR PRIVATE
DISCLOSURES REGARDING THK, ANY THK AFFILIATE OR THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES OR SHAREHOLDERS, EXCEPT DISCLOSURES OF SUCH INFORMATION AS
MAY HAVE BEEN PUBLICLY DISCLOSED BY THK OR ANY THK AFFILIATE FROM TIME TO TIME
IN PRESS RELEASES OR IN FILINGS WITH THE SEC, AND EXCEPT AS MAY BE REQUIRED BY
APPLICABLE LAW OR COURT ORDER; AND
(2)
EXECUTIVE SHALL REFRAIN FROM MAKING PUBLIC OR PRIVATE DISPARAGING
REMARKS REGARDING THE BUSINESS, THK, ANY THK AFFILIATE, OR THEIR RESPECTIVE
OFFICERS, DIRECTORS, EMPLOYEES OR SHAREHOLDERS.
(C)
EXECUTIVE FURTHER REPRESENTS, WARRANTS AND COVENANTS AS FOLLOWS:
(1)
THAT EXECUTIVE IS NOT SUBJECT TO ANY CONTRACT, NON-COMPETE
AGREEMENT, DECREE OR INJUNCTION WHICH PROHIBITS OR RESTRICTS HIS PERFORMANCE OF
THE DUTIES SET FORTH HEREIN WITH THK, THE CONTINUED OPERATION OF THE BUSINESS OR
THE EXPANSION THEREOF TO OTHER GEOGRAPHICAL AREAS, CUSTOMERS AND SUPPLIERS OR
LINES OF BUSINESS; AND
(2)
THAT NO CLAIMS OR LAWSUITS ARE PENDING AT THE TIME OF THIS
AGREEMENT AGAINST EXECUTIVE OR ANY CORPORATION OR OTHER ENTITY WHEREIN HE WAS OR
IS AN OFFICER OR DIRECTOR.
(D)
IF DURING THE PERIOD OF HIS EMPLOYMENT BY THK, EXECUTIVE VIOLATES
THIS SECTION 8 OR ANY OF THE REPRESENTATIONS, WARRANTIES AND COVENANTS MADE BY
EXECUTIVE IN THIS SECTION 8 PROVE TO BE FALSE, THEN FOLLOWING DISCOVERY OF THE
VIOLATION OR FALSEHOOD, EXECUTIVE SHALL IMMEDIATELY PAY AND TURN OVER TO THK ANY
AND ALL SOFTWARE, SOFTWARE PROGRAMS, OTHER WORK PRODUCT, COPYRIGHTS, DOMAIN
NAMES, CONTRACT RIGHTS, ACCOUNTS RECEIVABLE, CASH, STOCK, OPTIONS, WARRANTS,
MEMBERSHIP INTERESTS, OTHER INTERESTS,