ANY REASON.
11.
CONSULTATION SERVICES.
SUBSEQUENT TO
ENLOE'S TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN FOR CAUSE, DEATH OR
DISABILITY, BEGINNING THIRTY (30) DAYS THEREAFTER AND AS A PRECONDITION TO
ENTITLEMENT TO RECEIVE AMOUNTS AS PROVIDED IN SECTION D HEREIN, ENLOE SHALL KEEP
HIMSELF AT ALL TIMES REASONABLY AVAILABLE FOR A PERIOD OF TWELVE (12) MONTHS TO
RENDER SUCH SERVICES OF ANY ADVISORY OR CONSULTATIVE NATURE AS THE BOARD SHALL
REASONABLY REQUIRE.
TRINITY SHALL NOT BE ENTITLED TO CALL UPON ENLOE FOR MORE
THAN ONE-HUNDRED (100) HOURS IN SUCH TWELVE (12) MONTH PERIOD.
E.
CONDUCT, CONFIDENTIALITY AND
NON-COMPETITION.
1.
CONDUCT IN CONFORMANCE WITH THE CODE OF
CONDUCT.
AT ALL TIMES DURING THE TERM OF THIS AGREEMENT, ENLOE SHALL ENGAGE IN
BEHAVIOR CONSISTENT WITH TRINITY'S THEN-CURRENT CODE OF CONDUCT AND SHALL NOT
ENGAGE IN ANY ACTIVITIES THAT MAY DISPARAGE THE BUSINESS OR ANY EMPLOYEE OR
DIRECTOR OF TRINITY OR ITS AFFILIATES.
ENLOE AGREES TO AVOID ANY SITUATION
WHICH MAY CAUSE A CONFLICT OF INTEREST OR WHICH COULD APPEAR TO CAUSE A CONFLICT
OF INTEREST.
ENLOE FURTHER AGREES TO NOTIFY THE BOARD OF ANY POTENTIAL
RELATIONSHIPS IN WHICH HE MAY HAVE A CONFLICT OF INTEREST SO THAT APPROPRIATE
MEASURES MAY BE TAKEN TO ENSURE ALL TRANSACTIONS ARE CONDUCTED AT AN ARM'S
LENGTH.
ENLOE AGREES THAT THE DUTY TO REFRAIN FROM ANY CONDUCT DISPARAGING TO
TRINITY AND ITS AFFILIATES, AND ITS AND THEIR EMPLOYEES OR DIRECTORS SHALL
SURVIVE THE TERMINATION OF THIS AGREEMENT FOR ANY REASON.
2.
CONFIDENTIALITY.
ENLOE ACKNOWLEDGES
THAT TRINITY AND ITS AFFILIATES POSSESS SUBSTANTIAL CONFIDENTIAL INFORMATION
WHICH IS PROPRIETARY TO TRINITY AND ITS AFFILIATES AND THE CONFIDENTIALITY AND
EXCLUSIVE USE OF WHICH BY TRINITY AND ITS AFFILIATES IS ESSENTIAL TO THE
CONTINUING SUCCESS OF TRINITY AND ENLOE'S SERVICES FOR THE COMPANIES WILL BRING
HIM INTO CLOSE CONTACT WITH ADDITIONAL CONFIDENTIAL INFORMATION WHICH HAS NOT
BEEN MADE KNOW TO THE PUBLIC.
IN ORDER TO INDUCE TRINITY TO ENTER INTO THIS
AGREEMENT, ENLOE HEREBY COVENANTS AND AGREES TO PROMPTLY DELIVER TO TRINITY UPON
TERMINATION OF HIS EMPLOYMENT, OR AT ANY TIME TRINITY MAY SO REQUEST, ALL
MEMORANDA, NOTES, LISTS (INCLUDING CUSTOMER LISTS), RECORDS, REPORTS MANUALS,
DRAWINGS, AND OTHER DOCUMENTS (AND ALL COPIES THEREOF) RELATING TO THE
COMPANIES' BUSINESS AND ALL PROPERTY ASSOCIATED THEREWITH WHICH HE MAY THEN
POSSESS OR WHICH ARE THEN UNDER HIS CONTROL.
THIS PROVISION SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT FOR ANY REASON.
3.
NON-COMPETE AND NON-SOLICITATION.
IN
CONSIDERATION FOR THIS AGREEMENT, ENLOE AGREES THAT DURING THE TERM OF THIS
AGREEMENT AND FOR A PERIOD OF TWELVE (12)
8
MONTHS FOLLOWING HIS TERMINATION OF EMPLOYMENT FOR ANY REASON, WHETHER SUCH
TERMINATION IS DURING THE TERM OF THIS AGREEMENT OR AFTER THE TERMINATION OR
EXPIRATION OF THIS AGREEMENT:
A.
ENLOE WILL NOT APPROACH CLIENTS,
CUSTOMERS OR CONTACTS OF THE COMPANIES OR OTHER PERSONS OR ENTITIES INTRODUCED
TO ENLOE IN HIS CAPACITY AS A REPRESENTATIVE OF THE COMPANIES FOR THE PURPOSES
OF DOING BUSINESS WITH SUCH PERSONS OR ENTITIES AND WILL NOT INTERFERE WITH THE
BUSINESS RELATIONSHIP BETWEEN THE