THAN ONE YEAR FOLLOWING THE EFFECTIVE DATE OF THE MAJOR
TRANSACTION.
FOR PURPOSES OF THIS PARAGRAPH, "MAJOR TRANSACTION" SHALL MEAN THE
SALE OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION, OR A MERGER,
CONSOLIDATION, SALE OF STOCK OR SIMILAR TRANSACTION OR SERIES OF RELATED
TRANSACTIONS WHEREBY A THIRD PARTY (INCLUDING A "GROUP" AS DEFINED IN
SECTION 13(D)(3) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) ACQUIRES
BENEFICIAL OWNERSHIP, DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE CORPORATION
REPRESENTING OVER FIFTY PERCENT (50%) OF THE COMBINED VOTING POWER OF THE
CORPORATION; PROVIDED, HOWEVER, THAT A MAJOR TRANSACTION SHALL NOT IN ANY EVENT
INCLUDE A DIRECT OR INDIRECT PUBLIC OFFERING OF SECURITIES OF THE CORPORATION,
ITS PARENT OR OTHER AFFILIATES.
10.
NON-COMPETITION.
CANTWELL AGREES THAT
DURING (I) THE TERM; (II) THE ONE (1) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE
OF TERMINATION OF THIS AGREEMENT BY CANTWELL PURSUANT TO PARAGRAPH
7(C) (VOLUNTARY TERMINATION); AND (III) THE ONE (1) YEAR PERIOD FOLLOWING THE
EFFECTIVE DATE OF TERMINATION BY THE CORPORATION PURSUANT TO PARAGRAPH 8
(TERMINATION FOR CAUSE), HE SHALL NOT, DIRECTLY OR INDIRECTLY, BE EMPLOYED OR
OTHERWISE ENGAGED TO PROVIDE SERVICES TO ANY FOOD MANUFACTURER OPERATING IN THE
UNITED STATES OF AMERICA WHICH IS DIRECTLY COMPETITIVE WITH ANY SIGNIFICANT
ACTIVITIES CONDUCTED BY THE CORPORATION OR ITS SUBSIDIARIES OR OTHER AFFILIATES
WHOSE PRINCIPAL BUSINESS OPERATIONS ARE IN THE UNITED STATES OF AMERICA.
CANTWELL AGREES THAT HIS ENTITLEMENT TO THE BENEFITS SET FORTH IN
SECTION 7(A) ABOVE IS CONTINGENT UPON HIS COMPLIANCE WITH THE REQUIREMENTS OF
THIS PARAGRAPH.
7
11.
CONFIDENTIALITY OF INFORMATION. CANTWELL
RECOGNIZES AND ACKNOWLEDGES THAT DURING HIS EMPLOYMENT BY THE CORPORATION, HE
WILL ACQUIRE CERTAIN PROPRIETARY AND CONFIDENTIAL INFORMATION RELATING TO THE
BUSINESS OF THE CORPORATION AND ITS SUBSIDIARIES OR OTHER AFFILIATES (THE
"INFORMATION"). CANTWELL AGREES THAT DURING THE TERM OF HIS EMPLOYMENT UNDER
THIS AGREEMENT AND THEREAFTER, FOR ANY REASON WHATSOEVER, HE SHALL NOT, DIRECTLY
OR INDIRECTLY, EXCEPT IN THE PROPER COURSE OF EXERCISING HIS DUTIES UNDER THIS
AGREEMENT, USE FOR HIS OR ANOTHER THIRD PARTY'S BENEFIT, DISCLOSE, FURNISH, OR
MAKE AVAILABLE TO ANY PERSON, ASSOCIATION OR ENTITY, THE INFORMATION. IN THE
EVENT OF A BREACH OR THREATENED BREACH BY CANTWELL OF THE PROVISIONS OF THIS
PARAGRAPH, THE CORPORATION SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING HIM
FROM VIOLATING THE PROVISIONS OF THIS PARAGRAPH. NOTWITHSTANDING THE FOREGOING,
NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS PROHIBITING THE CORPORATION FROM
PURSUING ANY OTHER REMEDIES AVAILABLE TO IT FOR SUCH BREACH OR THREATENED
BREACH. FOR PURPOSES OF THIS PARAGRAPH, "INFORMATION" INCLUDES ANY AND ALL
VERBAL OR WRITTEN MATERIALS, DOCUMENTS, INFORMATION, PRODUCTS, RECIPES,
FORMULAS, PROCESSES, TECHNOLOGIES, PROGRAMS, TRADE SECRETS, CUSTOMER LISTS OR
OTHER DATA RELATING TO THE BUSINESS, AND OPERATIONS OF THE CORPORATION AND/OR
ITS SUBSIDIARIES OR OTHER AFFILIATES.
12.
SUPERSEDING AGREEMENT. THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND CONTAINS ALL THE
AGREEMENTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER HEREOF. IT ALSO
SUPERSEDES ANY AND ALL OTHER AGREEMENTS OR CONTRACTS, EITHER ORAL OR WRITTEN,
BETWEEN THE PARTIES