Mr. Jansky or make or solicit
any comments, statements or the like to the media or to others that may be
considered to be derogatory or detrimental to the good name or business
reputation of Mr. Jansky.
11. No Admission of Wrongdoing. The parties agree that nothing in this Agreement
is an admission of any wrongdoing by either party.
12. CONFIDENTIALITY OF AGREEMENT. MR. JANSKY AGREES TO KEEP THE TERMS OF THIS
AGREEMENT CONFIDENTIAL EXCEPT AS HE MIGHT BE LAWFULLY COMPELLED TO GIVE
TESTIMONY BY A COURT OF COMPETENT JURISDICTION OR AS HE MAY BE REQUIRED BY LAW,
REGULATION, GOVERNMENTAL AUTHORITY OR SIMILAR BODY TO DISCLOSE. THIS MEANS THAT
EXCEPT AS STATED ABOVE, HE WILL NOT, AT ANY TIME, TALK ABOUT, WRITE ABOUT OR
OTHERWISE PUBLICIZE THIS AGREEMENT, OR ITS NEGOTIATION, EXECUTION OR
IMPLEMENTATION, EXCEPT (A) WITH AN ATTORNEY WHO MAY BE ADVISING HIM IN
CONNECTION WITH THIS AGREEMENT; (B) WITH A FINANCIAL CONSULTANT OR EXECUTIVE
OUTPLACEMENT COUNSELOR; (C) WITH HIS SPOUSE; (D) WITH ANY TAXING AUTHORITIES;
(E) AS NECESSARY TO ENFORCE THIS AGREEMENT; OR (F) WITH RESPECT TO THE FACTUAL
INFORMATION CONTAINED IN PARAGRAPHS 1, 2 AND 13 HEREOF AND THE CONTINUING
OBLIGATIONS OF MR. JANSKY UNDER SECTION 5 OF THE EMPLOYMENT AGREEMENT, PROVIDED
THAT SAID PERSONS TO WHOM DISCLOSURE IS PERMITTED PURSUANT TO (A), (B) AND (C)
OF THIS PARAGRAPH 12 PROMISE TO KEEP THE INFORMATION THAT MAY BE REVEALED TO
THEM CONFIDENTIAL AND NOT TO DISCLOSE IT TO OTHERS. NOTWITHSTANDING THE
FOREGOING, THE PROVISIONS OF THIS PARAGRAPH 12 SHALL TERMINATE WITH RESPECT TO
ANY INFORMATION THAT MEMC DISCLOSES IN A PUBLIC FILING WITH THE SECURITIES AND
EXCHANGE COMMISSION.
13. NON-SOLICITATION. DURING THE PERIOD COMMENCING ON THE EFFECTIVE DATE OF THIS
AGREEMENT AND ENDING ON THE SECOND ANNIVERSARY OF THE SEPARATION DATE, MR.
JANSKY WILL NOT, DIRECTLY OR INDIRECTLY, FOR HIS OWN ACCOUNT OR FOR THE ACCOUNT
OF ANY OTHER PERSON OR ENTITY, ANYWHERE IN THE UNITED STATES OR ANYWHERE ELSE IN
THE WORLD WHERE MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES ARE CONDUCTING
BUSINESS, (I) SOLICIT FOR EMPLOYMENT, EMPLOY OR OTHERWISE INTERFERE WITH THE
RELATIONSHIP OF MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WITH ANY NATURAL
PERSON THROUGHOUT THE WORLD WHO IS OR WAS EMPLOYED BY OR OTHERWISE ENGAGED TO
PERFORM SERVICES FOR MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IN A SALES,
TECHNICAL OR MANAGERIAL CAPACITY AT ANY TIME DURING WHICH MR. JANSKY WAS
EMPLOYED BY MEMC OR (II) INDUCE ANY SALES, TECHNICAL OR MANAGERIAL EMPLOYEE OF
MEMC OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (A) TO ENGAGE IN ANY ACTIVITY
WHICH MR. JANSKY IS PROHIBITED FROM ENGAGING IN UNDER THIS AGREEMENT OR (B) TO
TERMINATE HIS OR HER EMPLOYMENT WITH MEMC OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES. FOR PURPOSES OF THIS PARAGRAPH 13, "SOLICIT" MEANS ANY COMMUNICATION
OF ANY KIND WHATSOEVER, REGARDLESS OF BY WHOM INITIATED, INVITING, ENCOURAGING
OR REQUESTING ANY PERSON OR ENTITY TO TAKE OR REFRAIN FROM TAKING ANY ACTION.
THE PROVISIONS OF THIS PARAGRAPH 13 SHALL SUPERSEDE THE