CONSENT OF THE COMPANY, SOLICIT
OR ENCOURAGE ANY EMPLOYEE OF THE COMPANY OR THE COMPANY AFFILIATES TO LEAVE THE
EMPLOYMENT OF THE COMPANY OR THE COMPANY AFFILIATES, OR (B) WITHOUT THE WRITTEN
CONSENT OF THE COMPANY (WHICH SHALL NOT BE UNREASONABLY WITHHELD), HIRE ANY SUCH
EMPLOYEE WHO HAS LEFT THE EMPLOYMENT OF THE COMPANY OR THE COMPANY AFFILIATES
(OTHER THAN AS A RESULT OF THE TERMINATION OF SUCH EMPLOYMENT BY THE COMPANY OR
THE COMPANY AFFILIATES) WITHIN ONE YEAR AFTER THE TERMINATION OF SUCH EMPLOYEE'S
EMPLOYMENT WITH THE COMPANY OR THE COMPANY AFFILIATES.
(IV)
DURING THE RESTRICTED PERIOD, EXECUTIVE WILL
NOT, DIRECTLY OR INDIRECTLY, SOLICIT OR ENCOURAGE TO CEASE TO WORK WITH THE
COMPANY OR THE COMPANY AFFILIATES ANY CONSULTANT THEN UNDER CONTRACT WITH THE
COMPANY OR THE COMPANY AFFILIATES.
(B)
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
EXECUTIVE WILL NOT AT ANY TIME (WHETHER DURING OR AFTER EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY) DISCLOSE OR USE FOR EXECUTIVE'S OWN BENEFIT OR PURPOSES OR THE
BENEFIT OR PURPOSES OF ANY OTHER PERSON, FIRM, PARTNERSHIP, JOINT VENTURE,
ASSOCIATION, CORPORATION OR OTHER BUSINESS ORGANIZATION, ENTITY OR ENTERPRISE
OTHER THAN THE COMPANY AND ANY OF ITS SUBSIDIARIES OR AFFILIATES, ANY TRADE
SECRETS, INFORMATION, DATA, OR OTHER CONFIDENTIAL INFORMATION RELATING TO
CUSTOMERS, DEVELOPMENT PROGRAMS, COSTS, MARKETING, TRADING, INVESTMENT, SALES
ACTIVITIES, PROMOTION, CREDIT AND FINANCIAL DATA, MANUFACTURING PROCESSES,
FINANCING METHODS, PLANS, OR THE BUSINESS AND AFFAIRS OF THE COMPANY GENERALLY,
OR OF ANY SUBSIDIARY OR AFFILIATE OF THE COMPANY, PROVIDED, HOWEVER, THAT THE
FOREGOING SHALL NOT APPLY TO INFORMATION WHICH IS GENERALLY KNOWN TO THE
INDUSTRY OR THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S BREACH OF THIS
COVENANT. EXECUTIVE AGREES THAT UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH
THE COMPANY FOR ANY REASON, EXECUTIVE WILL RETURN TO THE COMPANY IMMEDIATELY ALL
MEMORANDA, BOOKS, PAPERS, PLANS, INFORMATION, LETTERS AND OTHER DATA, AND ALL
COPIES THEREOF OR THEREFROM, IN ANY WAY RELATING TO THE BUSINESS OF THE COMPANY
AND ITS AFFILIATES, EXCEPT THAT EXECUTIVE MAY RETAIN PERSONAL NOTES, NOTEBOOKS
AND DIARIES. EXECUTIVE FURTHER AGREES THAT EXECUTIVE WILL NOT RETAIN OR USE FOR
EXECUTIVE'S ACCOUNT AT ANY TIME ANY TRADE NAMES, TRADEMARK OR OTHER PROPRIETARY
BUSINESS DESIGNATION USED OR OWNED IN CONNECTION WITH THE BUSINESS OF THE
COMPANY OR ITS AFFILIATES.
(C)
NON-DISPARAGEMENT.
EXECUTIVE AGREES
(WHETHER DURING OR AFTER EXECUTIVE'S EMPLOYMENT WITH THE COMPANY) NOT TO ISSUE,
CIRCULATE, PUBLISH OR UTTER ANY FALSE OR DISPARAGING STATEMENTS, REMARKS OR
RUMORS ABOUT THE COMPANY OR THE OFFICERS OR DIRECTORS OF THE COMPANY OTHER THAN
TO THE EXTENT REASONABLY NECESSARY IN ORDER TO (I) ASSERT A BONA FIDE CLAIM
AGAINST THE COMPANY ARISING OUT OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, OR
(II) RESPOND IN A TRUTHFUL AND APPROPRIATE MANNER TO ANY LEGAL PROCESS OR GIVE
TRUTHFUL AND APPROPRIATE TESTIMONY IN A LEGAL OR REGULATORY PROCEEDING.
(D)
MUTUAL DEPENDENCE OF COVENANTS AND CONDITION
SUBSEQUENT.
EXECUTIVE COVENANTS AND AGREES TO BE BOUND BY THE RESTRICTIVE
COVENANTS AND AGREEMENTS CONTAINED IN THIS SECTION 8 TO THE MAXIMUM EXTENT
PERMITTED BY FLORIDA LAW, IT BEING THE INTENT AND