NOT OBTAIN THE BENEFIT OF THE
BARGAIN SET FORTH IN THIS AGREEMENT AS SPECIFICALLY NEGOTIATED BY THE PARTIES
HERETO IF EXECUTIVE BREACHED THE PROVISIONS OF THIS
5
SECTION 6. THEREFORE, EXECUTIVE AGREES THAT, DURING THE TERM OF HIS EMPLOYMENT
WITH THE COMPANY AND ITS SUBSIDIARIES (THE "EMPLOYMENT PERIOD") AND FOR 12
MONTHS THEREAFTER (THE "NONCOMPETE PERIOD"), HE SHALL NOT DIRECTLY OR INDIRECTLY
OWN ANY INTEREST IN, MANAGE, CONTROL, PARTICIPATE IN (WHETHER AS AN OFFICER,
DIRECTOR, EMPLOYEE, PARTNER, AGENT, REPRESENTATIVE OR OTHERWISE), CONSULT WITH,
RENDER SERVICES FOR, OR IN ANY OTHER MANNER ENGAGE IN ANY BUSINESS COMPETING
WITH THE BUSINESSES OF THE COMPANY OR ITS SUBSIDIARIES, AS SUCH BUSINESSES EXIST
OR ARE OR WERE IN THE PROCESS OF BEING DEVELOPED DURING THE EMPLOYMENT PERIOD
WITHIN NORTH AMERICA OR ANY OTHER ANY GEOGRAPHICAL AREA IN WHICH THE COMPANY OR
ITS SUBSIDIARIES ENGAGE OR PLAN TO ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN
SHALL PROHIBIT EXECUTIVE FROM BEING A PASSIVE OWNER OF NOT MORE THAN 2% OF THE
OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION WHICH IS PUBLICLY TRADED SO LONG
AS HE DOES NOT HAVE ANY ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH
CORPORATION.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT THE EMPLOYMENT
PERIOD IS TERMINATED BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD
REASON, THEN THE OBLIGATIONS UNDER THIS SECTION 6(A), AND UNDER EACH OF
6(B)(III) AND, TO THE EXTENT UNDERTAKEN IN CONNECTION WITH AN ACTIVITY PERMITTED
UNDER 6(B)(III), 6(B)(IV), SHALL TERMINATE CONCURRENTLY WITH EXECUTIVE'S
TERMINATION FOR PURPOSES OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE
COMPANY HEREBY ACKNOWLEDGES THAT EXECUTIVE'S OWNERSHIP AT ITS THEN CURRENT
LEVELS AS OF JANUARY 9, 2007 OF HIS BROTHER'S LUMBER COMPANY FROM WHICH THE
COMPANY PURCHASES LUMBER SHALL NOT BE DEEMED A VIOLATION OR BREACH OF THIS
SECTION 6.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY
THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF
THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY OR
ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS AN
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING THE TWELVE MONTH
PERIOD PRIOR TO THE DATE OF HIRE, (III) CALL ON, SOLICIT, OR SERVICE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR OR OTHER BUSINESS RELATION OR PROSPECTIVE
CLIENT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WITH RESPECT TO PRODUCTS AND/OR
SERVICES THAT ARE OR HAVE BEEN PROVIDED BY THE COMPANY OR SUCH SUBSIDIARY DURING
THE TWELVE-MONTH PERIOD PRIOR TO THE TERMINATION OF THE EMPLOYMENT PERIOD, OR
WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS CURRENTLY IN THE PROCESS OF
DEVELOPING OR (IV) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE,
LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE COMPANY OR ANY SUBSIDIARY
TO CEASE DOING (OR REDUCE ITS) BUSINESS WITH THE COMPANY OR SUCH SUBSIDIARY, OR
IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY