St. Bernard
West Carroll
Caddo
Jefferson Davis
St. Charles
West Feliciana
Calcasieu
Lafayette
St. Helena
Winn
Caldwell
Lafourche
St. James
Cameron
Lasalle
St. John the Baptist
Catahoula
Lincoln
St. Landry
Claiborne
Livingston
St. Martin
Concordia
Madison
St. Mary
De Soto
Morehouse
St. Tammany
East Baton Rouge
Natchitoches
Tangipahoa
East Carroll
Orleans
Tensas
; AND
(II)
SELLER WILL NOT, DIRECTLY OR INDIRECTLY, AT ANY TIME DURING THE
TERM OF THIS AGREEMENT (FROM THE EFFECTIVE DATE THROUGH THE TERMINATION DATE):
(A) EMPLOY, OR PERMIT ANY COMPANY OR BUSINESS DIRECTLY OR INDIRECTLY CONTROLLED
BY SELLER TO EMPLOY, ANY PERSON WHO IS EMPLOYED BY BUYER OR ANY ENTITY
CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH BUYER (AN "AFFILIATE");
(B) INTERFERE WITH OR ATTEMPT TO DISRUPT THE RELATIONSHIP, CONTRACTUAL OR
OTHERWISE, BETWEEN BUYER OR ANY OF ITS AFFILIATES AND ANY OF THEIR EMPLOYEES OR
CONSULTANTS; (C) SOLICIT OR IN ANY MANNER SEEK TO INDUCE ANY EMPLOYEE OR
CONSULTANT OF BUYER OR ANY OF ITS AFFILIATES TO TERMINATE HIS OR HER EMPLOYMENT
OR ENGAGEMENT WITH BUYER OR ANY OF ITS AFFILIATES; OR (D) WITHIN THE TERRITORY,
SOLICIT ANY CUSTOMERS OF BUYER OR ANY OF ITS AFFILIATES UNLESS SUCH SOLICITATION
IS NOT RELATED TO THE BUSINESS.
(B)
NOTWITHSTANDING SECTION 1(A) OF THIS AGREEMENT, SELLER SHALL NOT
BE PRECLUDED FROM PURCHASING OR OWNING STOCK IN A PUBLICLY-HELD CORPORATION IF
SELLER'S HOLDINGS ARE LESS THAN TWO PERCENT (2%) OF THE OUTSTANDING CAPITAL
STOCK OF SUCH CORPORATION AND WILL NOT BE PRECLUDED FROM OWNING AN INTEREST IN
BUYER.
2
2.
ACKNOWLEDGMENTS OF SELLER.
SELLER HEREBY ACKNOWLEDGES AND AGREES
THAT:
(A)
THIS AGREEMENT IS NECESSARY FOR THE PROTECTION OF THE LEGITIMATE
BUSINESS INTERESTS OF BUYER AND ITS AFFILIATES;
(B)
THE RESTRICTIONS CONTAINED IN THIS AGREEMENT REGARDING
GEOGRAPHICAL SCOPE, LENGTH OF TERM AND TYPES OF ACTIVITIES RESTRICTED ARE
REASONABLE;
(C)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT IS A MANDATORY
CONDITION PRECEDENT TO THE CONSUMMATION BY BUYER OF THE TRANSACTIONS PROVIDED
FOR IN THE PURCHASE AGREEMENT;
(D)
SELLER HAS NO INTENTION OF COMPETING WITH BUYER OR ANY OF ITS
AFFILIATES WITH RESPECT TO THE BUSINESS WITHIN THE LIMITATIONS SET FORTH ABOVE;
AND
(E)
AS AN OWNER OF THE COMPANY AND THROUGH HIS OWNERSHIP OF THE
COMPANY, SELLER HAS RECEIVED, EITHER DIRECTLY OR INDIRECTLY, ADEQUATE AND
VALUABLE CONSIDERATION FOR ENTERING INTO THIS AGREEMENT.
3.
EXTENSION; EQUITABLE RELIEF; FEES AND EXPENSES.
(A)
IF SELLER IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO
HAVE VIOLATED THE PROVISIONS OF SECTION 1 HEREINABOVE, THE TERM DESCRIBED
THEREIN WILL BE EXTENDED BY THAT NUMBER OF DAYS WHICH IS EQUAL TO THE AGGREGATE
NUMBER OF DAYS DURING WHICH, AT ANY TIME, SELLER COMMITTED ANY SUCH VIOLATION.
(B)
SELLER STIPULATES AND AGREES THAT ANY BREACH OF THIS AGREEMENT BY
SELLER WILL RESULT IN IMMEDIATE AND IRREPARABLE HARM TO BUYER AND ITS
AFFILIATES, THE AMOUNT OF WHICH WILL BE EXTREMELY DIFFICULT TO ASCERTAIN, AND
THAT BUYER COULD NOT BE REASONABLY OR ADEQUATELY COMPENSATED BY DAMAGES IN AN
ACTION AT LAW.
FOR THESE REASONS, BUYER OR ANY OF ITS