"COMPETITIVE ACTIVITY" IF DURING
THE PERIOD COMMENCING ON THE DATE OF GRANT AND
ENDING ON THE SECOND ANNIVERSARY OF THE DATE THE PARTICIPANT TERMINATES
EMPLOYMENT WITH THE COMPANY GROUP, THE PARTICIPANT, WHETHER ON THE PARTICIPANT'S
OWN BEHALF OR ON BEHALF OF OR IN CONJUNCTION WITH ANY OTHER PERSON OR ENTITY,
DIRECTLY OR INDIRECTLY: (A) SOLICITS, OR ASSISTS IN SOLICITING, THE BUSINESS OF
ANY CLIENT OR PROSPECTIVE CLIENT OF ANY MEMBER OF THE COMPANY GROUP, OR SOLICITS
OR ASSISTS IN SOLICITING OR HIRES ANY EMPLOYEE OF ANY MEMBER OF THE COMPANY
GROUP, OR INTERFERES WITH, OR ATTEMPTS TO INTERFERE WITH, THE RELATIONSHIPS
BETWEEN ANY OF THE MEMBERS OF THE COMPANY GROUP, ON THE ONE HAND, AND ANY OF ITS
CUSTOMERS, CLIENTS, SUPPLIERS, PARTNERS, MEMBERS, EMPLOYEES OR INVESTORS, ON THE
OTHER HAND; (B) BECOMES AN EMPLOYEE, AGENT, REPRESENTATIVE, CONSULTANT, PARTNER,
SHAREHOLDER OR HOLDER OF ANY OTHER FINANCIAL INTEREST WITH RESPECT TO ANY PERSON
OR ENTITY THAT COMPETES WITH ANY MEMBER OF THE COMPANY GROUP (OR THAT CONDUCTS
THE TYPE OF BUSINESS THAT ANY OF THE MEMBERS OF THE COMPANY GROUP HAS TAKEN
CONCRETE ACTION TO CONDUCT IN THE FUTURE), PROVIDED, THAT THE PARTICIPANT MAY,
DIRECTLY OR INDIRECTLY, OWN, SOLELY AS AN INVESTMENT, SECURITIES OF ANY PERSON
OR ENTITY ENGAGED IN THE BUSINESS OF THE COMPANY GROUP WHICH ARE PUBLICLY TRADED
ON A NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE OVER-THE-COUNTER MARKET IF
THE PARTICIPANT (X) IS NOT A CONTROLLING PERSON OF, OR A MEMBER OF A GROUP WHICH
CONTROLS, SUCH PERSON OR ENTITY AND (II) DOES NOT, DIRECTLY OR INDIRECTLY, OWN
2% OR MORE OF ANY CLASS OF SECURITIES OF SUCH PERSON OR ENTITY; OR (C) UTTERS OR
ISSUES ANY DISPARAGING OR DEROGATORY REMARKS, OR MAKES ANY UNTRUTHFUL
STATEMENTS, INCLUDING PURSUANT TO ANY PRESS RELEASE OR PUBLIC STATEMENT, ABOUT
ANY MEMBER OF THE COMPANY GROUP REGARDING ANY OF THE MEMBERS OF THE COMPANY
GROUP'S FINANCIAL STATUS, BUSINESS, COMPLIANCE WITH LAWS, ETHICS, MEMBERS,
MANAGING MEMBERS, PARTNERS, PERSONNEL, DIRECTORS, OFFICERS, EMPLOYEES,
CONSULTANTS, AGENTS, SERVICES, BUSINESS METHODS OR OTHERWISE, OR UTTERS OR
ISSUES ANY OTHER STATEMENTS THAT ARE REASONABLY LIKELY TO DISPARAGE ANY OF THE
MEMBERS OF THE COMPANY GROUP OR ARE OTHERWISE DEGRADING TO ANY OF THE MEMBERS OF
THE COMPANY GROUP'S REPUTATION IN THE BUSINESS INDUSTRY OR LEGAL COMMUNITY IN
WHICH SUCH MEMBER OPERATES, PROVIDED THAT THE PARTICIPANT SHALL BE PERMITTED TO
MAKE ANY STATEMENT THAT IS REQUIRED BY APPLICABLE LAW OR NECESSARY TO RESPOND IN
A LEGAL OR REGULATORY PROCEEDING. NOTWITHSTANDING THE FOREGOING, IF THE
PARTICIPANT IS SUBJECT TO A MORE RESTRICTIVE NON-COMPETITION, NON-SOLICITATION
OR NON-DISPARAGEMENT COVENANT IN ANY EMPLOYMENT OR OTHER AGREEMENT WITH ANY
MEMBER OF THE COMPANY GROUP, THE MOST RESTRICTIVE OF SUCH NON-COMPETITION,
NON-SOLICITATION AND NON-DISPARAGEMENT COVENANTS SHALL APPLY; IT BEING
UNDERSTOOD THAT THE ACTIVITIES WHICH THE PARTICIPANT IS PROHIBITED FROM ENGAGING
IN CONTAINED HEREIN OR IN SUCH OTHER NON-COMPETITION, NON-SOLICITATION OR
NON-DISPARAGEMENT COVENANTS ALL SHALL BE DEEMED TO BE "COMPETITIVE ACTIVITY" FOR
PURPOSES OF THIS AGREEMENT.
(B)
ACTIVITY DATE.
IF THE PARTICIPANT ENGAGES IN COMPETITIVE ACTIVITY,