ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM PRIOR TO THE DATE OF THIS
AGREEMENT AND HEREAFTER WHILE EMPLOYED BY THE COMPANY CONCERNING THE BUSINESS OR
AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES ("CONFIDENTIAL INFORMATION") ARE THE
PROPERTY OF THE COMPANY AND ITS SUBSIDIARIES.
THEREFORE, EXECUTIVE AGREES THAT
HE SHALL NOT DISCLOSE TO ANY UNAUTHORIZED PERSON OR USE FOR HIS OWN PURPOSES ANY
CONFIDENTIAL INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS
AND TO THE EXTENT THAT THE AFOREMENTIONED MATTERS BECOME GENERALLY KNOWN TO AND
AVAILABLE FOR USE
5
BY THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S ACTS OR OMISSIONS.
EXECUTIVE SHALL DELIVER TO THE COMPANY AT THE TERMINATION OF THE EMPLOYMENT
PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES,
PLANS, RECORDS, REPORTS, COMPUTER TAPES, PRINTOUTS AND SOFTWARE AND OTHER
DOCUMENTS AND DATA (AND COPIES THEREOF) RELATING TO THE CONFIDENTIAL INFORMATION
OR THE BUSINESS OF THE COMPANY OR ANY SUBSIDIARY WHICH HE MAY THEN POSSESS OR
HAVE UNDER HER CONTROL.
6.
NON-COMPETE, NON-SOLICITATION.
(A)
IN FURTHER CONSIDERATION OF THE COMPENSATION TO BE PAID TO
EXECUTIVE HEREUNDER, EXECUTIVE ACKNOWLEDGES THAT IN THE COURSE OF HIS EMPLOYMENT
WITH THE COMPANY HE HAS BECOME AND WILL CONTINUE TO BE FAMILIAR WITH THE
COMPANY'S AND ITS SUBSIDIARIES' TRADE SECRETS AND WITH OTHER CONFIDENTIAL
INFORMATION AND THAT HIS SERVICES HAVE BEEN AND SHALL BE OF SPECIAL, UNIQUE AND
EXTRAORDINARY VALUE TO THE COMPANY AND ITS SUBSIDIARIES.
THEREFORE, EXECUTIVE
AGREES THAT, DURING THE EMPLOYMENT PERIOD AND FOR EIGHTEEN (18) MONTHS
THEREAFTER (THE "NONCOMPETE PERIOD"), HE SHALL NOT DIRECTLY OR INDIRECTLY OWN
ANY INTEREST IN, MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER SERVICES
FOR, OR IN ANY MANNER ENGAGE IN ANY BUSINESS COMPETING WITH THE BUSINESSES OF
THE COMPANY OR ITS SUBSIDIARIES, AS SUCH BUSINESSES EXIST OR ARE IN PROCESS ON
THE DATE OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT, WITHIN ANY GEOGRAPHICAL
AREA IN WHICH THE COMPANY OR ITS SUBSIDIARIES ENGAGE OR PLAN TO ENGAGE IN SUCH
BUSINESSES.
NOTHING HEREIN SHALL PROHIBIT EXECUTIVE FROM BEING A PASSIVE OWNER
OR NOT MORE THAN 2% OF THE OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION WHICH
IS PUBLICLY TRADED, SO LONG AS EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE
BUSINESS OF SUCH CORPORATION.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE
OF THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY OR
ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS AN
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING THE EMPLOYMENT
PERIOD OR (III) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE,
LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE COMPANY OR ANY SUBSIDIARY
TO CEASE DOING BUSINESS WITH THE COMPANY OR SUCH SUBSIDIARY, OR IN ANY WAY
INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE