behalf or on behalf of or in conjunction with any person, firm,
partnership, joint venture, association, corporation or other business
organization, entity or enterprise whatsoever ("Person"):
(I)
BECOME AN OFFICER, DIRECTOR, JOINT VENTURER, EMPLOYEE, AGENT, CONSULTANT OR
FIVE PERCENT (5%) OR MORE SHAREHOLDER (EITHER DIRECTLY OR INDIRECTLY) OF, OR
PROMOTE, PROVIDE SERVICES TO OR ASSIST IN ANY WAY, ANY PERSON OR ENTITY WHICH
DIRECTLY COMPETES WITH ANY BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES IN
WHICH THE COMPANY OR SUCH AFFILIATES ARE ENGAGED AS OF THE DATE OF THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE COMPANY (HEREINAFTER, ENGAGE IN A
"COMPETING BUSINESS").
THE EXECUTIVE ACKNOWLEDGES THAT SUCH RESTRICTION MAY
LIMIT HIS ABILITY TO ENGAGE IN CERTAIN BUSINESS PURSUITS DURING THE RESTRICTED
PERIOD, BUT ALSO ACKNOWLEDGES THAT THE COMPANY HAS PROVIDED SIGNIFICANTLY HIGHER
REMUNERATION AND BENEFITS FROM THE COMPANY, AS PROVIDED HEREIN, THAN THAT WHICH
HE OTHERWISE WOULD HAVE RECEIVED TO ADEQUATELY COMPENSATE HIM FOR SUCH
RESTRICTION.
THE EXECUTIVE HAS HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY
WITH RESPECT TO THESE RESTRICTIONS;
(II)
INTERFERE WITH, OR ATTEMPT TO INTERFERE WITH, BUSINESS RELATIONSHIPS
(WHETHER FORMED BEFORE, ON OR AFTER THE DATE OF THIS AGREEMENT) BETWEEN THE
COMPANY AND CUSTOMERS, CLIENTS, SUPPLIERS, PARTNERS, MEMBERS OR INVESTORS OF THE
COMPANY.
B.
IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT ALTHOUGH THE EXECUTIVE
AND THE COMPANY CONSIDER THE RESTRICTIONS CONTAINED IN THIS PARAGRAPH 8 TO BE
REASONABLE, IF A FINAL DETERMINATION IS MADE BY AN ARBITRATOR OR ARBITRATORS, OR
BY A COURT OF COMPETENT JURISDICTION THAT THE TIME OR TERRITORY OR ANY OTHER
RESTRICTION CONTAINED IN THIS AGREEMENT IS AN UNENFORCEABLE RESTRICTION AGAINST
THE EXECUTIVE, THE PROVISIONS OF THIS AGREEMENT SHALL NOT BE RENDERED VOID BUT
SHALL BE DEEMED AMENDED TO APPLY AS TO SUCH MAXIMUM TIME AND TERRI­TORY AND TO
SUCH MAXIMUM EXTENT AS SUCH COURT MAY JUDICIALLY DETERMINE OR INDICATE TO BE
ENFORCEABLE.
ALTERNATIVELY, IF ANY COURT OF COMPETENT JURISDICTION FINDS THAT
ANY RESTRIC­TION CONTAINED IN THIS AGREEMENT IS UNENFORCEABLE, AND SUCH
RESTRICTION CANNOT BE AMENDED SO AS TO MAKE IT ENFORCEABLE, SUCH FINDING SHALL
NOT AFFECT THE ENFORCEABILITY OF ANY OF THE OTHER RESTRICTIONS CONTAINED HEREIN.
9.
NON-SOLICITATION.
A.
THE EXECUTIVE ACKNOWLEDGES AND RECOGNIZES THE HIGHLY COMPETITIVE
NATURE OF THE BUSI­NESS OF THE COMPANY AND THAT HE PROVIDES ESSENTIAL AND UNIQUE
SERVICES TO THE COMPANY.
ACCORDINGLY, DESPITE THAT THE TERMS CONTAINED HEREIN
MAY LIMIT THE EXECUTIVE'S ABILITY TO ENGAGE IN CERTAIN BUSINESS PURSUITS DURING
THE RESTRICTED PERIOD (AS DEFINED ABOVE), THE EXECUTIVE HEREBY AGREES AS
FOLLOWS:
During the Restricted Period (as defined above), the Executive will not, whether
on his own behalf or on behalf of or in conjunction with any Person (as defined
above):
7
(I)
DIRECTLY OR INDIRECTLY SOLICIT OR ENCOURAGE ANY EMPLOYEE OF THE COMPANY TO
LEAVE THE EMPLOYMENT OF THE COMPANY; OR ENTER INTO AN EMPLOYMENT AGREEMENT OR
INDEPENDENT CONTRACTOR AGREEMENT WITH ANY SUCH EMPLOYEE;
(II)
DIRECTLY OR INDIRECTLY SOLICIT OR ENTER INTO ANY BUSINESS RELATIONSHIP
WITH ANY PERSON OR ENTITY WHO, AT THE TIME