IS LEGALLY REQUIRED.
NON-COMPETITION.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY IS ENGAGED
IN A HIGHLY COMPETITIVE BUSINESS AND THAT BY VIRTUE OF EXECUTIVE'S HIGH LEVEL
POSITION AND RESPONSIBILITIES WITH THE COMPANY AND EXECUTIVE'S ACCESS TO THE
CONFIDENTIAL INFORMATION AND TRADE SECRETS AS SET FORTH IN PARAGRAPH 10(A)
ABOVE, ENGAGING IN ANY BUSINESS WHICH IS DIRECTLY COMPETITIVE WITH THE COMPANY
COULD CAUSE IT GREAT AND IRREPARABLE HARM.
ACCORDINGLY, EXECUTIVE COVENANTS AND
AGREES THAT FOR SO LONG AS HE IS EMPLOYED BY THE COMPANY AND FOR A PERIOD OF ONE
(1) YEAR AFTER SUCH EMPLOYMENT ENDS, WHETHER VOLUNTARILY OR INVOLUNTARILY,
EXECUTIVE WILL NOT, WITHOUT THE EXPRESS WRITTEN CONSENT OF THE VICE CHAIRMAN AND
CHIEF EXECUTIVE OFFICER OF THE COMPANY, DIRECTLY OR INDIRECTLY, OWN, MANAGE,
OPERATE OR CONTROL, OR BE EMPLOYED EITHER AS A CONSULTANT OR ADVISOR, BY ANY
COMPANY OR OTHER BUSINESS ENGAGED IN THE DESIGN, MANUFACTURE, MARKETING OR SALE
OF PRODUCTS AND SERVICES WHICH THE COMPANY PROVIDES AND FOR WHICH EXECUTIVE HAD
RESPONSIBILITY OR ABOUT WHICH EXECUTIVE ACQUIRED CONFIDENTIAL INFORMATION OR
TRADE SECRETS. BECAUSE EXECUTIVE HAS INTERNATIONAL RESPONSIBILITIES, IN
RECOGNITION OF THE INTERNATIONAL NATURE OF THE COMPANY'S BUSINESS WHICH INCLUDES
THE SALE OF ITS PRODUCTS AND SERVICES NATIONWIDE AND INTERNATIONALLY, THIS
RESTRICTION SHALL APPLY IN ALL AREAS OF THE UNITED STATES, ARGENTINA, AUSTRALIA,
BRAZIL, THE UNITED KINGDOM, FRANCE, GERMANY, HOLLAND, HONG KONG, INDIA, ISRAEL,
ITALY, JAPAN, MEXICO, PORTUGAL, SINGAPORE, SOUTH AFRICA, SPAIN, SWEDEN,
THAILAND, TUNISIA, THE UNITED ARAB EMIRATES OR ANY OTHER COUNTRY WHERE THE
COMPANY CONDUCTS THE MANUFACTURE, SALE, OR MARKETING OF ITS PRODUCTS AND
SERVICES WHERE EXECUTIVE GAINED KNOWLEDGE WHILE EMPLOYED BY THE COMPANY OF ITS
FINANCES, TECHNOLOGY, BUSINESS OPPORTUNITIES OR MARKETING STRATEGIES IN THAT
PARTICULAR COUNTRY.
IF EXECUTIVE AND A POTENTIAL EMPLOYER OF EXECUTIVE CAN
PROVIDE ASSURANCES THAT PROSPECTIVE EMPLOYMENT THAT WOULD OTHERWISE BE
PROHIBITED BY THIS SECTION WILL NOT ENTAIL THE DISCLOSURE OF CONFIDENTIAL
INFORMATION AND TRADE SECRETS, AND EXECUTIVE AND EXECUTIVE'S PROSPECTIVE
EMPLOYER CAN EXPLAIN TO THE SATISFACTION OF THE COMPANY HOW THE PROTECTION OF
THE COMPANY'S CONFIDENTIAL INFORMATION AND TRADE SECRETS CAN BE GUARANTEED, THE
EXECUTIVE MAY SEEK A WAIVER OF THE NON-COMPETITION RESTRICTION SET FORTH IN THIS
SECTION FROM THE VICE CHAIRMAN AND CHIEF EXECUTIVE OFFICER, WHICH CONSENT TO
SUCH A WAIVER SHALL NOT UNREASONABLY BE WITHHELD.
ADDITIONALLY, THE COMPANY
MAY, IN ITS SOLE DISCRETION WAIVE OR REDUCE THE NON-COMPETITION RESTRICTION SET
FORTH IN THIS SECTION.
IF THE COMPANY ELECTS, IN ITS SOLE DISCRETION, TO HOLD
EXECUTIVE TO THE NON-COMPETITION RESTRICTION SET FORTH IN THIS SUBSECTION,
SECTION 8(D)(III), AFTER THE ONE YEAR PROVISION THEN THE COMPANY SHALL PAY TO
EXECUTIVE AN AMOUNT EQUAL TO EXECUTIVE'S BASE SALARY AS SET FORTH IN SECTION
5(A) FOR ANY PERIOD OF TIME WITH RESPECT TO WHICH THIS NON-COMPETITION
RESTRICTION SHALL APPLY.
IT IS EXPRESSLY UNDERSTOOD THAT EXECUTIVE WILL NOT
WAIVE (X) ANY RIGHT TO INDEMNIFICATION EXECUTIVE MAY HAVE UNDER APPLICABLE
BY-LAWS OR INSURANCE POLICIES MAINTAINED BY THE COMPANY OR ITS SUBSIDIARIES, OR
(Y) ANY RIGHT TO VESTED EMPLOYEE BENEFITS.
PAYMENTS UNDER THIS SECTION SHALL BE
MADE AT