AFFILIATES FOR FINANCIAL REPORTING PURPOSES AND THAT WAS LEARNED
BY EMPLOYEE IN THE COURSE OF
2
EMPLOYMENT WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, INCLUDING
WITHOUT LIMITATION ANY PROPRIETARY KNOWLEDGE, TRADE SECRETS, DATA, FORMULAE,
INFORMATION AND CLIENT AND CUSTOMER LISTS AND ALL PAPERS, RESUMES, AND RECORDS
(INCLUDING COMPUTER RECORDS) OF THE DOCUMENTS CONTAINING SUCH CONFIDENTIAL
INFORMATION. EMPLOYEE ACKNOWLEDGES THAT SUCH CONFIDENTIAL INFORMATION IS
SPECIALIZED, UNIQUE IN NATURE AND OF GREAT VALUE TO THE COMPANY AND ITS
SUBSIDIARIES OR AFFILIATES, AND THAT SUCH INFORMATION GIVES THE COMPANY AND ITS
SUBSIDIARIES OR AFFILIATES A COMPETITIVE ADVANTAGE. EMPLOYEE AGREES TO DELIVER
OR RETURN TO THE COMPANY, AT THE COMPANY'S REQUEST AT ANY TIME OR UPON
TERMINATION OR EXPIRATION OF EMPLOYEE'S EMPLOYMENT OR AS SOON THEREAFTER AS
POSSIBLE, ALL DOCUMENTS, COMPUTER TAPES AND DISKS, RECORDS, LISTS, DATA,
DRAWINGS, PRINTS, NOTES AND WRITTEN INFORMATION (AND ALL COPIES THEREOF)
FURNISHED BY THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES OR PREPARED BY
EMPLOYEE IN THE COURSE OF EMPLOYEE'S EMPLOYMENT BY THE COMPANY AND ITS
SUBSIDIARIES OR AFFILIATES. AS USED IN THIS AGREEMENT, "AFFILIATES" SHALL MEAN
ANY COMPANY CONTROLLED BY, CONTROLLING OR UNDER COMMON CONTROL WITH THE COMPANY.
(B)
NON-COMPETITION. DURING THE TERM AND FOR A PERIOD OF 24 MONTHS
BEYOND EMPLOYEE'S DATE OF TERMINATION OF EMPLOYMENT FOR ANY REASON FOLLOWING THE
DATE HEREOF (THE "RESTRICTED PERIOD"), EMPLOYEE SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, DIRECTLY OR INDIRECTLY, ENGAGE IN OR BECOME
ASSOCIATED WITH A COMPETITIVE ACTIVITY. FOR PURPOSES OF THIS SECTION 2(B):
(I)
A "COMPETITIVE ACTIVITY" MEANS ANY BUSINESS OR OTHER ENDEAVOR, IN ANY STATE OF
THE UNITED STATES OR A COMPARABLE JURISDICTION IN CANADA OR ANY OTHER COUNTRY,
INVOLVING PRODUCTS OR SERVICES THAT ARE THE SAME OR SIMILAR TO THE TYPE OF
PRODUCTS OR SERVICES THAT THE REPORTING BUSINESSES ARE ENGAGED IN PROVIDING AS
OF THE DATE HEREOF OR AT ANY TIME DURING THE TERM, (II) EMPLOYEE SHALL BE
CONSIDERED TO HAVE BECOME "ASSOCIATED WITH A COMPETITIVE ACTIVITY" IF EMPLOYEE
BECOMES DIRECTLY OR INDIRECTLY INVOLVED AS AN OWNER, PRINCIPAL, EMPLOYEE,
OFFICER, DIRECTOR, INDEPENDENT CONTRACTOR, REPRESENTATIVE, STOCKHOLDER,
FINANCIAL BACKER, AGENT, PARTNER, MEMBER, ADVISOR, LENDER, OR IN ANY OTHER
INDIVIDUAL OR REPRESENTATIVE CAPACITY WITH ANY INDIVIDUAL, PARTNERSHIP,
CORPORATION OR OTHER ORGANIZATION THAT IS ENGAGED IN A COMPETITIVE ACTIVITY AND
(III) THE "REPORTING BUSINESSES" SHALL MEAN EACH OF THE BUSINESSES OF THE
COMPANY THAT HAVE REPORTED EITHER DIRECTLY OR INDIRECTLY
TO EMPLOYEE DURING THE
TERM. NOTWITHSTANDING THE FOREGOING, (I) EMPLOYEE MAY MAKE AND RETAIN
INVESTMENTS DURING THE RESTRICTED PERIOD, FOR INVESTMENT PURPOSES ONLY, IN LESS
THAN ONE PERCENT (1%) OF THE OUTSTANDING CAPITAL STOCK OF ANY PUBLICLY-TRADED
CORPORATION ENGAGED IN A COMPETITIVE ACTIVITY IF THE STOCK OF SUCH CORPORATION
IS EITHER LISTED ON A NATIONAL STOCK EXCHANGE OR ON THE NASDAQ NATIONAL MARKET
SYSTEM IF EMPLOYEE IS NOT OTHERWISE AFFILIATED WITH SUCH CORPORATION AND (II)
EMPLOYEE MAY BECOME EMPLOYED BY A PARTNERSHIP, CORPORATION OR OTHER ORGANIZATION
THAT IS ENGAGED IN A COMPETITIVE ACTIVITY SO LONG AS EMPLOYEE HAS NO DIRECT OR
INDIRECT