COURSE OF YOUR EMPLOYMENT WITH THE
COMPANY YOU HAVE BECOME FAMILIAR WITH THE COMPANY'S TRADE SECRETS AND WITH OTHER
CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND THAT YOUR SERVICES HAVE BEEN
AND SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY.
THEREFORE, YOU AGREE THAT, DURING YOUR EMPLOYMENT WITH THE COMPANY AND FOR ONE
YEAR THEREAFTER IF YOUR EMPLOYMENT TERMINATES OTHER THAN PURSUANT TO
SECTION 1(B) OR FOR TWO YEARS THEREAFTER IF YOUR EMPLOYMENT TERMINATES PURSUANT
TO SECTION 1(B) (THE "NONCOMPETE PERIOD"), YOU SHALL NOT DIRECTLY OR INDIRECTLY
OWN ANY INTEREST IN, MANAGE, CONTROL,
3
PARTICIPATE IN, CONSULT WITH, RENDER SERVICES FOR, OR IN ANY MANNER ENGAGE IN
ANY BUSINESS COMPETING WITH THE BUSINESSES OF THE COMPANY, AS SUCH BUSINESSES
EXIST OR ARE IN PROCESS DURING YOUR EMPLOYMENT WITH THE COMPANY ON THE DATE OF
THE TERMINATION OF YOUR EMPLOYMENT, WITHIN ANY GEOGRAPHICAL AREA IN WHICH THE
COMPANY ENGAGES OR PLANS TO ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN SHALL
PROHIBIT YOU 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 YOU
HAVE NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
5.
DURING THE NONCOMPETE PERIOD, YOU SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY
EMPLOYEE OF THE COMPANY TO LEAVE THE EMPLOY OF THE COMPANY, OR IN ANY WAY
INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY AND ANY EMPLOYEE THEREOF,
(II) HIRE ANY PERSON WHO WAS AN EMPLOYEE OF THE COMPANY AT ANY TIME DURING YOUR
EMPLOYMENT OR (III) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER,
LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE COMPANY TO
CEASE DOING BUSINESS WITH THE COMPANY, OR IN ANY WAY INTERFERE WITH THE
RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION
AND THE COMPANY (INCLUDING, WITHOUT LIMITATION, MAKING ANY NEGATIVE OR
DISPARAGING STATEMENTS OR COMMUNICATIONS REGARDING THE COMPANY).
6.
IF, AT THE TIME OF ENFORCEMENT OF SECTION 4 OR 5 OF THIS LETTER,
A COURT HOLDS THAT THE RESTRICTIONS STATED HEREIN ARE UNREASONABLE UNDER
CIRCUMSTANCES THEN EXISTING, YOU AND THE COMPANY AGREE THAT THE MAXIMUM PERIOD,
SCOPE OR GEOGRAPHICAL AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE
SUBSTITUTED FOR THE STATED PERIOD, SCOPE OR AREA.
BECAUSE YOUR SERVICES ARE
UNIQUE AND BECAUSE YOU HAVE ACCESS TO CONFIDENTIAL INFORMATION AND WORK PRODUCT,
YOU AND THE COMPANY AGREE THAT MONEY DAMAGES WOULD NOT BE AN ADEQUATE REMEDY FOR
ANY BREACH OF THIS LETTER AGREEMENT.
THEREFORE, IN THE EVENT A BREACH OR
THREATENED BREACH OF THIS LETTER AGREEMENT, THE COMPANY OR ITS SUCCESSORS OR
ASSIGNS, IN ADDITION TO OTHER RIGHTS AND REMEDIES EXISTING IN THEIR FAVOR, SHALL
BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF
FROM A COURT OF COMPETENT JURISDICTION IN ORDER TO ENFORCE, OR PREVENT ANY
VIOLATIONS OF, THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER
SECURITY).
IN ADDITION, IN THE EVENT OF AN ALLEGED BREACH OR VIOLATION