AND COPIES AND EXTRACTS
THEREOF ARE AND SHALL REMAIN THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY OR
OTHER UOL GROUP ENTITY, AND UPON TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY,
THE EXECUTIVE SHALL RETURN TO THE COMPANY THE ORIGINALS AND ALL COPIES (AND
SHALL DELETE ALL SUCH ITEMS IN ELECTRONIC FORMAT) OF ANY SUCH INFORMATION
PROVIDED TO OR ACQUIRED BY THE EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF
THE EXECUTIVE'S DUTIES FOR THE COMPANY, AND SHALL RETURN TO THE COMPANY ALL
FILES, CORRESPONDENCE, COMPUTER EQUIPMENT AND DISKS OR OTHER COMMUNICATIONS
2
(INCLUDING ANY SUCH MATERIALS IN ELECTRONIC FORMAT) RECEIVED, MAINTAINED OR
ORIGINATED BY THE EXECUTIVE DURING THE COURSE OF THE EXECUTIVE'S EMPLOYMENT.
(C)
NO INTERFERENCE AND NON-SOLICITATION.
DURING THE RESTRICTED PERIOD, THE EXECUTIVE SHALL NOT, WHETHER FOR THE
EXECUTIVE'S OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER INDIVIDUAL, PARTNERSHIP,
FIRM, CORPORATION OR OTHER BUSINESS ORGANIZATION (OTHER THAN THE COMPANY),
SOLICIT, ENDEAVOR TO ENTICE AWAY FROM THE COMPANY, UOL, OR ANY OF THE COMPANY'S
OR UOL'S SUBSIDIARIES OR AFFILIATED COMPANIES, OR OTHERWISE INTERFERE WITH THE
RELATIONSHIP OF THE COMPANY OR
UOL OR ANY OF ITS OR THEIR SUBSIDIARIES OR
AFFILIATED COMPANIES WITH, ANY PERSON WHO, TO THE KNOWLEDGE OF THE EXECUTIVE, IS
(OR HAS AT ANY TIME WITHIN THE PRECEDING THREE MONTHS BEEN) EMPLOYED BY OR
OTHERWISE ENGAGED TO PERFORM SERVICES FOR THE COMPANY, UOL OR ANY OF THE
COMPANY'S OR UOL'S SUBSIDIARIES OR AFFILIATED COMPANIES (INCLUDING, BUT NOT
LIMITED TO, ANY INDEPENDENT SALES REPRESENTATIVES OR ORGANIZATIONS) OR ANY
ENTITY WHO IS, OR WAS WITHIN THE THEN MOST RECENT 12-MONTH PERIOD, A CUSTOMER OR
CLIENT OF THE COMPANY, UOL, ANY PREDECESSOR OF THE COMPANY OR UOL OR ANY OF THE
COMPANY'S OR UOL'S SUBSIDIARIES OR AFFILIATED COMPANIES (A "CUSTOMER") OR A
SUPPLIER OR VENDOR OF THE COMPANY OR UOL OR ANY OF THE COMPANY'S OR UOL'S
SUBSIDIARIES OR AFFILIATED COMPANIES (A "SUPPLIER"); PROVIDED, HOWEVER, THAT
THIS SECTION 1(C) SHALL NOT PROHIBIT THE EXECUTIVE FROM EMPLOYING, FOR THE
EXECUTIVE'S OWN ACCOUNT, FOLLOWING A TERMINATION OF THE EMPLOYMENT OF THE
EXECUTIVE, ANY PERSON EMPLOYED BY A CUSTOMER OR SUPPLIER, IF SUCH EMPLOYMENT IS
NOT IN CONNECTION WITH A COMPETITIVE ACTIVITY.
SECTION 2.
CALCULATION OF TIME
PERIOD.
THE EXECUTIVE AGREES THAT IF THE EXECUTIVE VIOLATES THE PROVISIONS OF
SECTION 1(A) OF THIS AGREEMENT, THE RUNNING OF THE RESTRICTED PERIOD SHALL BE
TOLLED FOR THE PERIOD IN WHICH THE EXECUTIVE IS IN VIOLATION OF SUCH
NON-COMPETITION PROVISIONS.
THE EXECUTIVE UNDERSTANDS THAT THE FOREGOING
RESTRICTIONS MAY LIMIT THE EXECUTIVE'S ABILITY TO EARN A LIVELIHOOD IN A
BUSINESS ENGAGED IN A COMPETITIVE ACTIVITY, BUT THE EXECUTIVE NEVERTHELESS
BELIEVES THAT THE EXECUTIVE HAS RECEIVED AND WILL RECEIVE SUFFICIENT
CONSIDERATION AND OTHER BENEFITS AS AN EMPLOYEE OF THE COMPANY AND AS OTHERWISE
PROVIDED IN CONNECTION WITH THE MERGER TO CLEARLY JUSTIFY RESTRICTIONS THAT, IN
ANY EVENT, GIVEN HIS EDUCATION, SKILLS AND ABILITY, THE EXECUTIVE DOES NOT
BELIEVE WOULD PREVENT THE EXECUTIVE FROM EARNING A LIVING.
Section 3.
Inventions.
(a)
Defined.
The Executive understands that
during the