ACTIVITIES IN RESTRICTED BUSINESS ANYWHERE IN THE
RESTRICTED AREA, INCLUDING, WITHOUT LIMITATION, AS A DIRECTOR OR PARTNER OF SUCH
RESTRICTED BUSINESS, AND/OR
(II)
ORGANIZE, ESTABLISH, OPERATE, OWN, MANAGE, CONTROL OR HAVE A
DIRECT OR INDIRECT INVESTMENT: OR OWNERSHIP INTEREST IN A RESTRICTED BUSINESS OR
IN ANY CORPORATION, PARTNERSHIP (LIMITED OR GENERAL), LIMITED LIABILITY COMPANY
ENTERPRISE OR OTHER BUSINESS ENTITY THAT ENGAGES IN A RESTRICTED BUSINESS
ANYWHERE IN THE RESTRICTED AREA; AND
Nothing contained in this Section 6 shall prohibit or otherwise restrict the
Employee from acquiring or owning, directly or indirectly, for passive
investment purposes not intended to circumvent this Agreement, securities of any
entity engaged, directly or indirectly, in a Restricted Business if either
(i) such entity is a public entity and the Employee (A) is not a controlling
Person of, or a member of a group that controls, such entity and (B) owns,
directly or indirectly, no more than 3% of any class of equity securities of
such entity or (ii) such entity is not a public entity and the Employee (A) is
not a controlling Person of, or a member of a group that controls, such entity
and (B) does not own, directly or indirectly, more than 1% of any class of
equity securities of such entity.
(E)
DEFINITIONS.
FOR PURPOSES OF THIS SECTION 6:
(I)
"RESTRICTED BUSINESS" MEANS THE BUSINESS OF DESIGNING,
MANUFACTURING, SERVICING, OPERATING, MARKETING, ASSEMBLING, RENTING OR LEASING
OF AIR OR GAS COMPRESSORS OR DEVICES USING COMPARABLE TECHNOLOGIES OR OTHER
BUSINESS IN WHICH THE COMPANY OR ITS SUBSIDIARIES MAY BE ENGAGED DURING THE TERM
OF EMPLOYEE'S EMPLOYMENT WITH THE
11
COMPANY.
TO THE EXTENT THAT ANY ENTITY IS PRIMARILY ENGAGED IN A BUSINESS OTHER
THAN A RESTRICTED BUSINESS, THE TERM "RESTRICTED BUSINESS" SHALL MEAN THE
OPERATIONS, DIVISION, SEGMENT OR SUBSIDIARY OF SUCH ENTITY THAT IS ENGAGED IN
ANY RESTRICTED BUSINESS.
(II)
"RESTRICTED AREA" MEANS ANY STATE IN THE UNITED STATES, OR ANY
COUNTRY IN WHICH THE COMPANY OR ITS SUBSIDIARIES ENGAGES IN ANY RESTRICTED
BUSINESS AT ANY TIME DURING THE TERM OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY.
(F)
THE EMPLOYEE ACKNOWLEDGES THAT MONETARY DAMAGES FOR ANY BREACH OF
PARAGRAPHS 6(B), (C), AND (D) ABOVE WILL NOT BE AN ADEQUATE REMEDY AND THAT
IRREPARABLE INJURY WILL RESULT TO THE COMPANY, ITS BUSINESS AND PROPERTY, IN THE
EVENT OF SUCH A BREACH.
FOR THAT REASON, THE EMPLOYEE AGREES THAT IN THE EVENT
OF A BREACH IN ADDITION TO RECOVERING LEGAL DAMAGES, THE COMPANY IS ENTITLED TO
PROCEED IN EQUITY FOR SPECIFIC PERFORMANCE OR TO ENJOIN THE EMPLOYEE FROM
VIOLATING SUCH PROVISIONS.
7.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE EMPLOYEE AND SHALL NOT BE
ASSIGNABLE BY THE EMPLOYEE OTHERWISE THAN BY WILL OR THE LAWS OF DESCENT AND
DISTRIBUTION.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE ENFORCEABLE
BY THE EMPLOYEE'S LEGAL REPRESENTATIVES.
(B)
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE BINDING UPON
THE COMPANY AND ITS SUCCESSORS AND ASSIGNS.
(C)
THE COMPANY WILL REQUIRE ANY SUCCESSOR (WHETHER DIRECT