pass cards, identification
cards, computers, printers, pagers, personal digital assistants or similar items
or devices that the Company has provided to me.
I will provide Company with a
written certification of my compliance with my obligations under this Section.
10.
No Violation of Rights of Third Parties.
During my employment with Company, I will not (a) breach any agreement to keep
in confidence any confidential or proprietary information, knowledge or data
acquired by me prior to my employment with Company or (b) disclose to Company,
or use or induce Company to use, any confidential or proprietary information or
material belonging to any previous employer or any other third party.
I am not
currently a party, and will not become a party, to any other agreement that is
in conflict, or will prevent me from complying, with this Agreement.
11.
Survival.
This Agreement (a) shall survive
my employment by Company; (b) does not in any way restrict my right to resign or
the right of Company to terminate my employment at any time, for any reason or
for no reason; (c) inures to the benefit of successors and assigns of Company;
and (d) is binding upon my heirs and legal representatives.
12.
Restrictive Covenants.
12.1
COVENANT NOT TO COMPETE.
IN ORDER TO ASSIST ME
IN THE PERFORMANCE OF MY DUTIES, COMPANY AGREES TO PROVIDE ME WITH CERTAIN
PROPRIETARY INFORMATION BELONGING TO COMPANY, TO WHICH I PREVIOUSLY DID NOT HAVE
ACCESS, AND WHICH I PROMISE NOT TO DISCLOSE, AS FURTHER SPECIFIED IN PARAGRAPH 3
ABOVE.
IN CONSIDERATION OF COMPANY'S PROVISION TO ME OF THIS CERTAIN
PROPRIETARY INFORMATION, I AGREE THAT DURING MY EMPLOYMENT AND FOR A PERIOD OF
[
] MONTHS AFTER THE DATE THAT MY EMPLOYMENT IS TERMINATED
(COLLECTIVELY THE "COVENANT PERIOD"), FOR ANY REASON OR NO REASON, I WILL NOT,
IN ANY PART OF THE TERRITORY (AS DEFINED BELOW) PERFORM THE SAME OR SIMILAR JOB
DUTIES, RESPONSIBILITIES, AND SERVICES THAT I HAVE PERFORMED, AM CURRENTLY
PERFORMING, OR WILL IN THE FUTURE PERFORM FOR THE COMPANY DURING MY EMPLOYMENT
("COMPANY SERVICES") FOR ANY COMPETITOR (AS DEFINED BELOW).
FOR THE PURPOSES OF
THIS AGREEMENT, TERRITORY IS DEFINED AS THE TERRITORY WITHIN 150 MILES OF
(X) ANY ICE MANUFACTURING FACILITY OR ICE MANUFACTURING EQUIPMENT OWNED OR
OPERATED BY THE COMPANY OR ITS SUBSIDIARIES OR ACQUIRED BY THE COMPANY AFTER THE
DATE HEREOF OR (Y) ANY FACILITY, COMPANY OR TERRITORY BEING ACTIVELY EVALUATED
BY THE COMPANY DURING THE TERM, WHICH ACTIVE EVALUATION I HAD ACTUAL KNOWLEDGE
OF, AS A LIKELY ACQUISITION OR EXPANSION OPPORTUNITY WITHIN THE TWELVE (12)
MONTHS PRECEDING THE TERMINATION OF MY EMPLOYMENT.
FOR THE PURPOSES OF THIS
AGREEMENT, A COMPETITOR IS DEFINED AS ANY BUSINESS WHICH DIRECTLY COMPETES WITH
THE COMPANY IN THE ICE BUSINESS.
I FURTHER AGREE THAT DURING THE COVENANT
PERIOD, I WILL NOT OWN, MANAGE, OPERATE, CONTROL, OR PARTICIPATE IN THE
OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL OF ANY COMPETITOR LOCATED WITHIN THE
TERRITORY.
NOTWITHSTANDING THE FOREGOING, THIS SECTION 12.1 SHALL NOT PRECLUDE
ME FROM INVESTING MY PERSONAL ASSETS