A.
THE EMPLOYEE
HEREBY ACKNOWLEDGES AND UNDERSTANDS THAT THE PROVISIONS OF THE CONFIDENTIALITY
AGREEMENT ARE INCORPORATED INTO THIS AGREEMENT.
(B)
PROTECTION OF TRADE SECRETS;
NON-SOLICITATION.
(I)
THE EMPLOYEE ACKNOWLEDGES THAT IN THE
COURSE OF HIS EMPLOYMENT WITH THE COMPANY, HE HAS AND WILL IN THE COURSE OF HIS
CONTINUED EMPLOYMENT WITH THE COMPANY BECOME FAMILIAR WITH THE TRADE SECRETS OF
THE COMPANY AND ITS AFFILIATES AND WITH OTHER CONFIDENTIAL INFORMATION (AS
DEFINED IN THE CONFIDENTIALITY AGREEMENT) CONCERNING THE BUSINESS OF THE COMPANY
AND ITS AFFILIATES AND THAT HIS SERVICES HAVE BEEN AND WILL BE OF SPECIAL, AND
UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND ITS AFFILIATES.
BECAUSE OF
THE FOREGOING AND IN FURTHER CONSIDERATION OF THE COMPENSATION AND OTHER
BENEFITS TO BE PROVIDED TO THE EMPLOYEE HEREUNDER, THE EMPLOYEE HEREBY AGREES
THAT, DURING THE TERM, AND AT ANY TIME THEREAFTER, HE SHALL NOT, DIRECTLY OR
INDIRECTLY, USE TRADE SECRETS (AS SUCH TERM IS DEFINED IN SECTION 3426(1)(D) OF
THE UNIFORM TRADE SECRETS ACT) OF THE COMPANY OR ITS AFFILIATES OR CONFIDENTIAL
INFORMATION OR OTHERWISE ENGAGE IN UNFAIR COMPETITION AGAINST THE COMPANY OR ANY
OF ITS AFFILIATES.
(II)
DURING THE TERM, AND CONTINUING THROUGH
THE FIRST ANNIVERSARY OF THE TERMINATION DATE OF THE EMPLOYEE'S EMPLOYMENT FOR
ANY REASON (THE "RESTRICTED PERIOD"), THE EMPLOYEE SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF
THE COMPANY OR ANY SUCH AFFILIATE THAT IS WITHIN ANY GEOGRAPHICAL AREA IN WHICH
THE COMPANY OR ITS AFFILIATES ENGAGE OR PLAN TO ENGAGE IN SUCH BUSINESSES TO
CEASE DOING BUSINESS WITH THE COMPANY OR SUCH AFFILIATE OR IN ANY WAY INTERFERE
WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS
RELATION AND THE COMPANY OR ANY SUCH AFFILIATE.
(C)
EXTENSION OF TIME OF RESTRICTIONS.
THE
RESTRICTED PERIOD SHALL BE EXTENDED BY THE LENGTH OF ANY PERIOD DURING WHICH THE
EMPLOYEE IS IN BREACH OF THE RESTRICTIONS SET FORTH IN SECTION 5(B).
(D)
NON-DISPARAGEMENT.
THE EMPLOYEE AGREES THAT
AT ANY TIME DURING HIS EMPLOYMENT WITH THE COMPANY OR AT ANY TIME THEREAFTER,
THE EMPLOYEE SHALL NOT MAKE, OR CAUSE OR ASSIST ANY OTHER PERSON TO MAKE, ANY
STATEMENT OR OTHER COMMUNICATION WHICH IMPUGNS OR ATTACKS, OR IS OTHERWISE
CRITICAL OF, THE REPUTATION, BUSINESS OR CHARACTER OF THE COMPANY, ANY
SUBSIDIARY OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, PRODUCTS
OR SERVICES.
(E)
ENFORCEMENT.
THE EMPLOYEE HEREBY
ACKNOWLEDGES THAT HE HAS CAREFULLY REVIEWED THE PROVISIONS OF THIS AGREEMENT AND
AGREES THAT THE PROVISIONS ARE FAIR AND EQUITABLE, AND THAT THEY ARE NECESSARY
AND REASONABLE IN ORDER TO PROTECT THE COMPANY AND ITS AFFILIATES IN THE CONDUCT
OF THEIR BUSINESS.
HOWEVER, IN LIGHT OF THE POSSIBILITY OF DIFFERING
INTERPRETATIONS OF LAW AND CHANGE IN CIRCUMSTANCES, THE PARTIES HERETO AGREE
THAT IF ANY ONE OR MORE OF THE PROVISIONS OF THIS SECTION 5 (INCLUDING ANY
PROVISION CONTAINED IN THE CONFIDENTIALITY AGREEMENT) IS DETERMINED BY A COURT
OR OTHER TRIBUNAL OF COMPETENT JURISDICTION