EMPLOYED BY THE COMPANY AND FOR ONE YEAR THEREAFTER, YOU WILL
NOT ENGAGE IN SOLICITATION AND WILL NOT ENTER INTO COMPETITION WITH THE COMPANY
OR ITS AFFILIATES; PROVIDED THAT IF YOUR EMPLOYMENT BY THE COMPANY TERMINATES ON
OR AFTER THE THIRD ANNIVERSARY OF THE EFFECTIVE TIME, YOU WILL NOT ENTER INTO
COMPETITION WITH THE COMPANY OR ITS AFFILIATES FOR SIX MONTHS AFTER THE END OF
YOUR EMPLOYMENT.
(B)
COMPETITION MEANS: PARTICIPATING, DIRECTLY OR INDIRECTLY, AS AN INDIVIDUAL
PROPRIETOR, PARTNER, STOCKHOLDER, OFFICER, EMPLOYEE, DIRECTOR, JOINT VENTURER,
INVESTOR, LENDER, CONSULTANT OR IN ANY CAPACITY WHATSOEVER (WITHIN THE UNITED
STATES, OR IN ANY COUNTRY WHERE THE COMPANY OR ITS AFFILIATES DO BUSINESS) IN A
BUSINESS IN COMPETITION WITH ANY BUSINESS CONDUCTED BY THE COMPANY AS OF THE
DATE OF THE TERMINATION OF YOUR EMPLOYMENT.
(C)
SOLICITATION MEANS: (I) RECRUITING, SOLICITING OR INDUCING ANY EMPLOYEE OF
THE COMPANY OR ITS AFFILIATES TO TERMINATE SUCH EMPLOYMENT, OR HIRING OR
ASSISTING ANOTHER PERSON OR ENTITY TO HIRE
2
ANY SUCH EMPLOYEE OR ANY PERSON WHO WITHIN SIX MONTHS BEFORE HAD BEEN SUCH AN
EMPLOYEE, OR (II) SOLICITING OR INDUCING ANY CUSTOMER OR PROSPECTIVE CUSTOMER OF
THE COMPANY TO BECOME A CUSTOMER OF ANY OTHER PERSON OR ENTITY WITH RESPECT TO
PRODUCTS AND/OR SERVICES THEN SOLD OR UNDER DEVELOPMENT BY THE COMPANY OR TO
OTHERWISE CEASE DOING (OR REDUCE THE AMOUNT OF) BUSINESS WITH THE COMPANY OR ITS
AFFILIATES, AND YOU WILL NOT AUTHORIZE OR APPROVE THE TAKING OF SUCH ACTIONS BY
ANY OTHER PERSON OR ENTITY.
(D)
IF ANY RESTRICTION SET FORTH IN THIS SECTION 8 IS UNENFORCEABLE, (I) IT
WILL BE INTERPRETED TO EXTEND OVER THE MAXIMUM PERIOD OF TIME, ACTIVITIES OR
GEOGRAPHIC AREA AS TO WHICH IT MAY BE ENFORCEABLE, AND (II) SUCH INVALIDITY WILL
NOT AFFECT THE REMAINING PROVISIONS OF THIS SECTION.
(E)
DURING AND AFTER YOUR EMPLOYMENT, YOU WILL HOLD CONFIDENTIALLY ALL
CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA RELATING TO THE COMPANY AND ITS
AFFILIATES, INCLUDING ANY CONFIDENTIAL INFORMATION OF CUSTOMERS OF THE COMPANY
AND ITS AFFILIATES.
(F)
DURING AND AFTER YOUR EMPLOYMENT, YOU WILL NOT CRITICIZE OR DISPARAGE THE
COMPANY OR ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, SERVICES OR
PRODUCTS.
THE FOREGOING SHALL NOT APPLY TO CRITICISMS MADE BY YOU PRIVATELY TO
THE CEO OR OUR BOARD.
(G)
IN THE EVENT OF A BREACH OR POTENTIAL BREACH OF THIS SECTION 8, THE COMPANY
AND ITS AFFILIATES WILL BE CAUSED IRREPARABLE INJURY AND MONEY DAMAGES MAY NOT
BE AN ADEQUATE REMEDY.
THE COMPANY WILL BE ENTITLED TO INJUNCTIVE RELIEF (IN
ADDITION TO OTHER REMEDIES).
(H)
IN THE EVENT OF A MATERIAL BREACH OF THIS SECTION 8 BY YOU, THE COMPANY MAY
CEASE PAYING YOU, AND SHALL BE RELIEVED OF ANY OBLIGATION WITH REGARD TO, ANY
PAYMENTS UNDER SECTION 6.
9.
MISCELLANEOUS.
YOUR EMPLOYMENT IS AT WILL AND MAY BE TERMINATED BY US AT
ANY TIME FOR ANY REASON OR NO REASON, PROVIDED THAT, IN THE EVENT OF YOUR
VOLUNTARY TERMINATION OF EMPLOYMENT PRIOR TO THE THIRD ANNIVERSARY OF THE
EFFECTIVE TIME,