GIVEN; AND
(4) IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE COMPANY WITHOUT CAUSE,
THEN UPON SUCH DATE AS IS SPECIFIED IN THE
NOTICE OF TERMINATION.
NON-COMPETITION.
EXECUTIVE HEREBY ACKNOWLEDGES THAT THE COMPANY HAS DEVELOPED AND WILL DEVELOP
SUBSTANTIAL AND VALUABLE GOODWILL WITH ITS PAST, PRESENT AND FUTURE CUSTOMERS AS
A RESULT OF SUBSTANTIAL INVESTMENTS OF TIME, EFFORT AND CAPITAL.
EXECUTIVE
FURTHER ACKNOWLEDGES THAT HE HAS ACQUIRED, AND WILL CONTINUE TO ACQUIRE, A HIGH
LEVEL OF SKILL AND EXPERTISE IN THE COMPANY'S FIELD(S) OF BUSINESS (THE
"BUSINESS") AS A DIRECT RESULT OF EXECUTIVE'S EMPLOYMENT BY THE COMPANY, AND
THAT THE COMPANY WILL LIKELY SUFFER SERIOUS COMPETITIVE DAMAGE IF EXECUTIVE WERE
TO UTILIZE THAT SKILL AND EXPERTISE FOR THE BENEFIT OF A COMPETITOR OF THE
COMPANY.
ACCORDINGLY, EXECUTIVE HEREBY COVENANTS AND AGREES THAT, DURING THE
TERM OR ANY EXTENSION THEREOF AND FOR A PERIOD OF EIGHTEEN (18) MONTHS AFTER
TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY, FOR ANY REASON OR FROM THE DATE
OF ANY FINAL JUDGMENT UPHOLDING THE PROVISIONS OF THIS SECTION 7, WHICHEVER IS
LATER, EXECUTIVE SHALL NOT, ANYWHERE IN THE WORLD, DIRECTLY OR INDIRECTLY ENGAGE
OR INVEST IN, OWN, MANAGE, OPERATE, CONTROL OR PARTICIPATE IN THE OWNERSHIP,
MANAGEMENT, OPERATION OR CONTROL OF, LEND EXECUTIVE'S NAME OR ANY SIMILAR NAME
TO, OR RENDER SERVICES SIMILAR TO THOSE PROVIDED BY EXECUTIVE TO THE BUSINESS
AND/OR THE COMPANY, OR RENDER ADVICE TO, ANY PERSON, ENTITY OR BUSINESS THEN
ENGAGED IN A BUSINESS THAT IS COMPETITIVE WITH ANY OF THE LINES OF BUSINESS
CONDUCTED BY THE COMPANY EITHER AT THE DATE HEREOF OR AT THE DATE OF TERMINATION
OF EXECUTIVE'S EMPLOYMENT; PROVIDED, HOWEVER, THAT EXECUTIVE MAY PURCHASE OR
OTHERWISE ACQUIRE FIVE PERCENT (5%) OR LESS OF THE CAPITAL STOCK OF A
COMPETITIVE, PUBLICLY TRADED COMPANY.
EXECUTIVE ACKNOWLEDGES THAT THE BUSINESS IS MULTINATIONAL IN SCOPE AND THAT THE
DURATION AND GEOGRAPHIC SCOPE OF THE NON-COMPETITION PROVISIONS SET FORTH IN
THIS SECTION 7 ARE THEREFORE REASONABLE.
IN THE EVENT THAT ANY COURT DETERMINES
THAT THE DURATION OR THE GEOGRAPHIC SCOPE, OR BOTH, ARE UNREASONABLE AND THAT
EITHER SUCH PROVISION IS TO THAT EXTENT UNENFORCEABLE, THE PARTIES HERETO AGREE
THAT THE PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT FOR THE GREATEST TIME
PERIOD AND IN THE GREATEST AREA THAT WOULD NOT RENDER IT UNENFORCEABLE.
EXECUTIVE EXPRESSLY GRANTS TO THE COMPANY FOR A PERIOD OF UP TO EIGHTEEN (18)
MONTHS, AS THE CASE MAY BE, FOLLOWING THE TERMINATION OF THIS AGREEMENT THE
RIGHT TO NOTIFY ANY PERSON AT ANY TIME OF THE TERMS OF THIS RESTRICTIVE
COVENANT.
EXECUTIVE REPRESENTS AND WARRANTS THAT THE KNOWLEDGE, SKILLS AND ABILITIES HE
POSSESSES ARE SUFFICIENT TO PERMIT HIM, IN THE EVENT OF TERMINATION OF HIS
EMPLOYMENT HEREUNDER FOR ANY REASON, TO EARN, FOR A PERIOD OF UP TO EIGHTEEN
(18) MONTHS FROM SUCH TERMINATION, A LIVELIHOOD SATISFACTORY TO EXECUTIVE
WITHOUT VIOLATING ANY PROVISIONS OF THIS SECTION.
ASSIGNMENT.
NEITHER THE COMPANY NOR THE EXECUTIVE MAY MAKE ANY ASSIGNMENT OF
THIS AGREEMENT, OR ANY INTEREST IN IT, BY OPERATION OF LAW