a breach of this Section, provided that Executive shall give the
Company as much advance notice of such disclosure as is reasonably practicable.
11.2 Restricted Activity. Executive further acknowledges that the Proprietary
Information has been and will be of central importance to the businesses of the
Company and its affiliates, and that disclosure of it to, or its use by, others
could cause substantial loss to the Company or its affiliates. Executive and the
Company also recognize that an important part of Executive's duties has been to
develop goodwill for the Company and its affiliates through his personal contact
with Clients (as defined below), employees, and others having business
relationships with the Company and its affiliates, and that there is a danger
that this goodwill, a proprietary asset of the Company, may follow Executive
upon the termination of his employment relationship with the Company.
Accordingly, Executive agrees as follows:
(A)
PROHIBITED ACTIVITIES.
EXECUTIVE AGREES THAT HE WILL NOT AT ANY TIME
DURING WHICH HE IS ENTITLED TO RECEIVE PAYMENTS PURSUANT TO SECTION 5 ABOVE, (I)
WHETHER FOR HIS OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER PERSON, SOLICIT,
DIVERT, OR ENDEAVOR TO ENTICE ANY CLIENT OR SUPPLIER OF THE COMPANY AWAY FROM
THE COMPANY OR ITS AFFILIATES, OR OTHERWISE ENGAGE IN ANY ACTIVITY INTENDED TO
TERMINATE, DISRUPT, OR INTERFERE WITH THE COMPANY'S OR ITS AFFILIATES'
RELATIONSHIP WITH CLIENTS OR SUPPLIERS, OR OTHERWISE ADVERSELY AFFECT THE
COMPANY'S OR ITS AFFILIATES' RELATIONSHIP WITH CLIENTS OR SUPPLIERS OR OTHER
BUSINESS RELATIONSHIPS OF THE COMPANY AND/OR ITS AFFILIATES; AND (II) DIRECTLY
OR THROUGH ONE OR MORE INTERMEDIARIES, SOLICIT FOR EMPLOYMENT OR RECOMMEND TO
ANY SUBSEQUENT EMPLOYER OF EXECUTIVE THE SOLICITATION FOR EMPLOYMENT OF, ANY
PERSON WHO, AT THE TIME OF SUCH SOLICITATION, IS EMPLOYED BY THE COMPANY OR ANY
AFFILIATE.
AS USED HEREIN, "CLIENTS" SHALL MEAN THOSE PERSONS OR ENTITIES THAT,
AT ANY TIME DURING EXECUTIVE'S COURSE OF EMPLOYMENT WITH THE COMPANY WERE
CLIENTS OR CUSTOMERS OF THE COMPANY OR ANY AFFILIATE, OR ANY PREDECESSOR OF ANY
OF THE FOREGOING.
(B)
LIMITATIONS ON CERTAIN ACTIVITIES DURING THE SEVERANCE PERIOD.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT HE HAS OBTAINED THE COMPANY'S PROPRIETARY
INFORMATION, INCLUDING BUT NOT LIMITED TO THE COMPANY'S TRADE SECRETS.
CONSEQUENTLY, DURING ANY PERIOD FOR WHICH EXECUTIVE IS RECEIVING PAYMENTS FROM
THE COMPANY PURSUANT TO SECTION 5 ABOVE, EXECUTIVE SHALL NOT, WITHOUT PRIOR
WRITTEN CONSENT OF THE BOARD, OWN, MANAGE, OPERATE, CONTROL OR PARTICIPATE IN
THE OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL OF, OR BE EMPLOYED BY, ANY OF
THE FOLLOWING ENTITIES OR THEIR SUBSIDIARIES OR AFFILIATES:
QUEST DIAGNOSTICS,
LABORATORY CORPORATION OF AMERICA HOLDINGS ("LABCORP"), ASSOCIATED REGIONAL
UNIVERSITY PATHOLOGISTS LABORATORIES ("ARUP"), MAYO MEDICAL LABORATORIES, BIO
REFERENCE LABORATORIES, ESTOTERIX, INC., OR GENZYME CORPORATION; PROVIDED,
HOWEVER, THAT SUCH RESTRICTION SHALL NOT APPLY TO ANY PASSIVE INVESTMENT
REPRESENTING AN INTEREST OF LESS THAN TWO PERCENT (2%) OF AN OUTSTANDING CLASS
OF PUBLICLY-TRADED SECURITIES OF ANY COMPANY.
(C)
OTHER RESTRICTIONS.
FOR A PERIOD OF TWELVE (12) MONTHS BEGINNING ON MARCH
29, 2005, EXECUTIVE SHALL NOT DIRECTLY PURSUE OR