AS
5
BUSINESS STRATEGIES, IDENTITY OF ACQUISITION OR GROWTH TARGETS, MARKETING PLANS,
CUSTOMER LISTS, AND OTHER BUSINESS RELATED INFORMATION FOR THE COMPANY'S
CUSTOMERS).
EXECUTIVE AGREES THAT EXECUTIVE WILL NOT, FOR ANY REASON OR PURPOSE
WHATSOEVER, DURING OR AFTER THE TERM OF EMPLOYMENT, DISCLOSE ANY OF SUCH
CONFIDENTIAL INFORMATION TO ANY PARTY, AND THAT EXECUTIVE WILL KEEP INVIOLATE
AND SECRET ALL CONFIDENTIAL INFORMATION OR KNOWLEDGE WHICH EXECUTIVE HAS ACCESS
TO BY VIRTUE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXCEPT AS OTHERWISE MAY
BE NECESSARY IN THE ORDINARY COURSE OF PERFORMING EXECUTIVE'S DUTIES WITH THE
COMPANY.
6.
NON-COMPETITION.
(A)
AS USED HEREIN, THE TERM "RESTRICTION
PERIOD" SHALL MEAN A PERIOD EQUAL TO: (I) THE REMAINDER OF THE EMPLOYMENT TERM
IN EFFECT ON THE EFFECTIVE DATE OF TERMINATION IF EXECUTIVE RESIGNS OTHER THAN
FOR GOOD REASON, OR (II) THE SEVERANCE PERIOD IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED FOR ONE OF THE EVENTS SPECIFIED IN SECTION 3.4(B) (OTHER THAN
RESIGNATION FOR GOOD REASON).
IN THE EVENT THE EXECUTIVE IS TERMINATED BY THE
COMPANY FOR ONE OF THE EVENTS SPECIFIED IN SECTION 3.4(B), DURING THE SEVERANCE
PERIOD EXECUTIVE MAY ELECT TO TERMINATE THE RESTRICTION PERIOD AT ANY TIME BY
DELIVERING WRITTEN NOTICE TO THE COMPANY THAT EXECUTIVE HAS MADE SUCH ELECTION
AND THAT, IN CONSIDERATION THEREFORE, IS FORFEITING THE RIGHT TO RECEIVE ANY
PAYMENT OR THE RIGHT TO RECEIVE ANY FUTURE PAYMENTS UNDER SECTION 3.4(B) OR AN
EQUIVALENT AMOUNT UNDER SECTION 8; PROVIDED HOWEVER, IF EXECUTIVE ELECTS TO
TERMINATE THE RESTRICTION PERIOD AND EXECUTIVE HAS ALREADY RECEIVED PAYMENT
PURSUANT TO SECTION 3.4(B) OR AN EQUIVALENT AMOUNT UNDER SECTION 8, EXECUTIVE
SHALL REIMBURSE THE COMPANY FOR THAT PORTION OF THE SEVERANCE PAYMENTS ALREADY
RECEIVED BY EXECUTIVE WHICH RELATES TO THE NUMBER OF DAYS LEFT IN THE SEVERANCE
PERIOD.
FOR CLARITY, REGARDLESS OF WHETHER EXECUTIVE SHALL RECEIVE PAYMENTS
PURSUANT TO SECTION 3.4(B) OR SECTION 8 OF THIS AGREEMENT IN ORDER TO REDUCE THE
RESTRICTION PERIOD, EXECUTIVE SHALL ONLY BE REQUIRED TO FORFEIT OR RE-PAY THE
AMOUNTS THAT EXECUTIVE WOULD HAVE RECEIVED PURSUANT TO SECTION 3.4(B).
IN THAT
CASE, EXECUTIVE MAY NEVERTHELESS RECEIVE PAYMENTS AND/OR NEED NOT REIMBURSE THE
COMPANY FOR ANY AMOUNTS PAID TO EXECUTIVE PURSUANT TO SECTION 8 WHICH ARE IN
EXCESS OF THE PAYMENTS AND BENEFITS THAT EXECUTIVE WOULD HAVE BEEN ENTITLED TO
RECEIVE UNDER SECTION 3.4(B).
IF EXECUTIVE TERMINATES HIS EMPLOYMENT FOR GOOD
REASON, THEN EXECUTIVE SHALL NOT BE SUBJECT TO THE PROVISIONS OF THIS SECTION 6.
(B)
DURING EXECUTIVE'S EMPLOYMENT BY THE COMPANY
AND FOR THE DURATION OF THE RESTRICTION PERIOD THEREAFTER, EXECUTIVE SHALL NOT,
EXCEPT WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, DIRECTLY OR INDIRECTLY,
OWN, MANAGE, OPERATE, JOIN, CONTROL, FINANCE OR PARTICIPATE IN THE OWNERSHIP,
MANAGEMENT, OPERATION, CONTROL OR FINANCING OF, OR BE CONNECTED AS AN OFFICER,
DIRECTOR, EMPLOYEE, PARTNER, PRINCIPAL, AGENT, REPRESENTATIVE, CONSULTANT OR
OTHERWISE WITH, OR USE OR PERMIT EXECUTIVE'S NAME TO BE USED IN CONNECTION WITH,
ANY BUSINESS OR ENTERPRISE WHICH OWNS OR OPERATES, OR IS ACTIVELY SEEKING TO OWN
OR OPERATE, A GAMING OR PARI-MUTUEL LOCATED