OF RESO OR CGI; PROVIDED, HOWEVER, THAT EXECUTIVE MAY PURCHASE OR
OTHERWISE ACQUIRE UP TO (BUT NOT MORE THAN) ONE PERCENT (1%) OF ANY CLASS OF
SECURITIES OF ANY ENTERPRISE (BUT WITHOUT OTHERWISE PARTICIPATING IN THE
ACTIVITIES OF SUCH ENTERPRISE) IF SUCH SECURITIES ARE LISTED ON ANY NATIONAL OR
REGIONAL SECURITIES EXCHANGE OR HAVE BEEN REGISTERED UNDER SECTION 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934;
(2)
WHETHER FOR EXECUTIVE'S OWN ACCOUNT OR FOR
THE ACCOUNT OF ANY OTHER PERSON, SOLICIT BUSINESS OF THE SAME OR SIMILAR TYPE OF
BUSINESS THEN BEING CARRIED ON BY RESO OR CGI, FROM ANY PERSON OR ENTITY KNOWN
BY EXECUTIVE TO BE A CUSTOMER OF RESO OR CGI, WHETHER OR NOT EXECUTIVE HAD
PERSONAL CONTACT WITH SUCH PERSON OR ENTITY DURING AND BY REASON OF EXECUTIVE'S
EMPLOYMENT WITH RESO;
(3)
WHETHER FOR EXECUTIVE'S OWN ACCOUNT OR THE
ACCOUNT OF ANY OTHER PERSON (I) SOLICIT, EMPLOY OR OTHERWISE ENGAGE AS AN
EMPLOYEE, INDEPENDENT CONTRACTOR OR OTHERWISE, ANY PERSON WHO IS OR WAS AN
EMPLOYEE OF RESO OR CGI AT ANY TIME DURING THE TERM OF THIS AGREEMENT OR IN ANY
MANNER INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE
3
OF RESO OR CGI TO TERMINATE HIS EMPLOYMENT WITH RESO OR CGI, OR (II) INTERFERE
WITH RESO'S OR CGI'S RELATIONSHIP WITH ANY PERSON OR ENTITY, INCLUDING ANY
PERSON OR ENTITY WHO AT ANY TIME DURING THE TERM OF THIS AGREEMENT WAS AN
EMPLOYEE, CONTRACTOR, SUPPLIER OR CUSTOMER OF RESO OR CGI; OR
(4)
AT ANY TIME DURING OR AFTER THE TERM OF
THIS AGREEMENT, DISPARAGE RESO, CGI OR ANY SUBSIDIARY OF CGI, OR ANY OF THEIR
RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS.
(C)
IF ANY COVENANT OF THIS SECTION 7 IS HELD
TO BE UNREASONABLE, ARBITRARY OR AGAINST PUBLIC POLICY, SUCH COVENANT WILL BE
CONSIDERED TO BE DIVISIBLE WITH RESPECT TO SCOPE, TIME AND GEOGRAPHIC AREA, AND
SUCH LESSER SCOPE, TIME OR GEOGRAPHIC AREA, OR ALL OF THEM, AS A COURT OF
COMPETENT JURISDICTION MAY DETERMINE TO BE REASONABLE, NOT ARBITRARY AND NOT
AGAINST PUBLIC POLICY, WILL BE EFFECTIVE, BINDING AND ENFORCEABLE AGAINST
EXECUTIVE.
(D)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT
SHOULD EXECUTIVE TRANSFER BETWEEN OR AMONG RESO AND ANY OF ITS AFFILIATED
COMPANIES INCLUDING, WITHOUT LIMITATION, ANY PARENT, SUBSIDIARY OR OTHER
CORPORATELY RELATED ENTITY (A "RESO AFFILIATE") WHEREVER SITUATED, OR OTHERWISE
BECOME EMPLOYED BY ANY RESO AFFILIATE, OR SHOULD HE BE PROMOTED OR REASSIGNED TO
FUNCTIONS OTHER THAN THE DUTIES SET FORTH IN THIS AGREEMENT, OR SHOULD
EXECUTIVE'S COMPENSATION AND BENEFIT PACKAGE CHANGE (EITHER HIGHER OR LOWER),
THE TERMS OF THIS SECTION 7 SHALL CONTINUE TO APPLY WITH FULL FORCE.
(E)
IN THE EVENT EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY RESO OTHER THAN PURSUANT TO SECTION 6(A) OR SECTION 6(C),
EXECUTIVE MAY, IN HIS SOLE DISCRETION, ELECT TO WAIVE ANY SEVERANCE PAYMENT
WHICH MAY OTHERWISE BE DUE AND OWING TO EXECUTIVE PURSUANT TO SECTION 6(E) ABOVE
IN EXCHANGE FOR RESO'S AGREEMENT THAT THE RESTRICTIONS OF SECTION 7(B)(1) SHALL
BE DEEMED NULL AND VOID AND UNENFORCEABLE