ITS
SUBSIDIARIES, OR WHO WAS A CUSTOMER OF THE COMPANY OR ITS SUBSIDIARIES AT ANY
TIME DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRIOR TO THE RELEVANT DATE,
FOR THE PURPOSE OF MARKETING, SELLING OR PROVIDING TO ANY SUCH PARTY ANY
SERVICES OR PRODUCTS OFFERED BY OR AVAILABLE FROM THE COMPANY OR ITS
SUBSIDIARIES AND RELATING TO THE BUSINESS (PROVIDED THAT IF THE EXECUTIVE
INTENDS TO SOLICIT ANY SUCH PARTY FOR ANY OTHER PURPOSE, HE SHALL NOTIFY THE
COMPANY OF SUCH INTENTION) OR (B) EMPLOY OR SOLICIT, DIRECTLY OR INDIRECTLY, FOR
EMPLOYMENT ANY PERSON WHO IS AN EMPLOYEE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES AT THE TIME OF TERMINATION OR WHO WAS AN EMPLOYEE OF THE COMPANY OR
ANY OF ITS SUBSIDIARIES AT ANY TIME DURING THE SIX (6) MONTH PERIOD IMMEDIATELY
PRIOR TO ANY SUCH SOLICITATION OR EMPLOYMENT.
5.3
NON-COMPETITION.
DURING THE TERM AND (I)
FOR A THREE (3) YEAR PERIOD
FOLLOWING A TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY FOR CAUSE OR A VOLUNTARY TERMINATION BY THE EXECUTIVE
WITHOUT EMPLOYEE GOOD REASON OR (II) FOR EIGHTEEN (18) MONTHS FOLLOWING THE
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT BY THE EXECUTIVE WITH EMPLOYEE GOOD
REASON OR BY THE COMPANY WITHOUT CAUSE, THE EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY, WHETHER INDIVIDUALLY, AS A DIRECTOR, MANAGER, MEMBER, STOCKHOLDER,
PARTNER, OWNER, EMPLOYEE, CONSULTANT OR AGENT OF ANY BUSINESS, OR IN ANY OTHER
CAPACITY, OTHER THAN ON BEHALF OF THE COMPANY OR AN AFFILIATE OR SUCCESSOR OF
THE COMPANY, ORGANIZE, ESTABLISH, OWN, OPERATE, MANAGE, CONTROL, ENGAGE IN,
PARTICIPATE IN, INVEST IN, PERMIT HIS NAME TO BE USED BY, ACT AS A CONSULTANT OR
ADVISOR TO, RENDER SERVICES FOR (ALONE OR IN ASSOCIATION WITH ANY PERSON, FIRM,
CORPORATION OR BUSINESS ORGANIZATION), OR OTHERWISE ASSIST ANY PERSON OR ENTITY
THAT ENGAGES IN OR OWNS, INVESTS IN, OPERATES, MANAGES OR CONTROLS ANY VENTURE
OR ENTERPRISE WHICH DIRECTLY OR INDIRECTLY, ENGAGES OR PROPOSES TO ENGAGE IN (A)
DESIGNING, ENGINEERING, MANUFACTURING, SELLING OR DISTRIBUTING (X) TOWING
SYSTEMS AND ROOF RACK SYSTEMS AND RELATED ACCESSORIES OR (Y) ANY OTHER PRODUCT
WHICH THE COMPANY DESIGNS, ENGINEERS, MANUFACTURES, SELLS OR DISTRIBUTES ON OR
PRIOR TO THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT (THE "BUSINESS") OR (B)
IN PROVIDING SERVICES THAT ARE SIMILAR TO, MAY BE USED AS SUBSTITUTES FOR OR ARE
IN COMPETITION WITH THE BUSINESS, ANYWHERE IN THE WORLD IN WHICH THE COMPANY OR
ANY OF ITS SUBSIDIARIES ENGAGES OR PROPOSES TO ENGAGE IN SUCH BUSINESS.
NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS AGREEMENT SHALL PREVENT THE
EXECUTIVE FROM OWNING FOR PASSIVE INVESTMENT PURPOSES NOT INTENDED TO CIRCUMVENT
THIS AGREEMENT, LESS THAN FIVE PERCENT (5%) OF THE PUBLICLY TRADED EQUITY
SECURITIES OF ANY COMPETING ENTERPRISE (SO LONG AS THE EXECUTIVE HAS NO POWER TO
MANAGE, OPERATE, ADVISE, CONSULT WITH OR CONTROL THE COMPETING ENTERPRISE AND NO
POWER, ALONE OR IN CONJUNCTION WITH OTHER AFFILIATED
7
parties, to select a director, manager, general partner, or similar governing
official of the competing enterprise other than in connection with the normal
and customary