OF OPERATION AND MARKETING
CONCEPTS) OF THE COMPANY AND THE AFFILIATED COMPANIES, THEIR RESPECTIVE
EMPLOYMENT POLICIES AND PLANS, AND ANY OTHER TRADE SECRETS AND PROPRIETARY
INFORMATION RELATING TO THE COMPANY, THE AFFILIATED COMPANIES OR THEIR
RESPECTIVE OPERATIONS, BUSINESS AND FINANCIAL AFFAIRS, OTHER THAN INFORMATION
WHICH IS OTHERWISE GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A
DISCLOSURE BY THE EMPLOYEE (COLLECTIVELY, THE "CONFIDENTIAL INFORMATION"), AND,
FOR SUCH TIME AS THE COMPANY OR ANY AFFILIATED COMPANY IS OPERATING, NOT
DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANYONE OUTSIDE OF THE COMPANY OR AN
AFFILIATED COMPANY, EITHER DURING OR AFTER THE TERM OF HIS EMPLOYMENT BY THE
COMPANY OR AN AFFILIATED COMPANY, EXCEPT:
(I) IN THE COURSE OF PERFORMING HIS
DUTIES HEREUNDER; (II) WITH THE COMPANY'S EXPRESS PRIOR WRITTEN CONSENT; OR
(III) AS REQUIRED BY LAW.
(B)
THE EMPLOYEE WILL SURRENDER TO THE COMPANY IMMEDIATELY AFTER THE
TERMINATION OF HIS EMPLOYMENT HEREUNDER, OR AT ANY TIME THE COMPANY MAY SO
REQUEST, ALL MEMORANDA, NOTES, RECORDS, REPORTS, LISTS AND OTHER DOCUMENTS IN
WHATEVER FORM OR MEDIUM CONTAINING, DESCRIBING OR RELATING TO CONFIDENTIAL
INFORMATION, TOGETHER WITH ALL COPIES THEREOF, OBTAINED BY HIM OR ENTRUSTED TO
HIM DURING THE COURSE OF HIS EMPLOYMENT BY THE COMPANY OR AN AFFILIATED COMPANY
OR OTHERWISE IN HIS POSSESSION AT THE TIME OF SUCH TERMINATION OR REQUEST.
8.
RESTRICTIVE COVENANTS.
(A)
EMPLOYEE COVENANTS AND AGREES THAT:
(I)
EXCEPT WITH RESPECT TO A PERMITTED INVESTMENT (AS SUCH TERM IS
DEFINED BELOW), WHILE EMPLOYED BY THE COMPANY AND, IF THE EMPLOYEE'S EMPLOYMENT
WITH THE COMPANY IS TERMINATED FOR ANY REASON DURING THE TERM, FOR SIX
(6) MONTHS AFTER THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY, HE WILL NOT
COMPETE, DIRECTLY OR INDIRECTLY, WITH THE COMPANY OR ANY AFFILIATED COMPANY, BY
PARTICIPATING IN THE DIRECT OR INDIRECT OWNERSHIP, MANAGEMENT, OPERATION OR
CONTROL, WHETHER AS AN OFFICER, DIRECTOR, PARTNER, EMPLOYEE, ADVISOR,
STOCKHOLDER, INVESTOR, CONSULTANT, AGENT, INDEPENDENT CONTRACTOR, LENDER OR
OTHERWISE, OF ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WHICH OWNS, ACQUIRES
OR SEEKS TO ACQUIRE OR OBTAIN ANY FRANCHISE, LEASE OR LICENSE, RELATING TO, OR
IS OTHERWISE ENGAGED IN, THE ACQUISITION OF OR PLANNING, DESIGN, CONSTRUCTION
AND DEPLOYMENT OF FIBER OPTIC
6
TELECOMMUNICATIONS SERVICES OR THE PROVISION OF HIGH PERFORMANCE INTERNET
CONNECTIVITY SOLUTIONS FOR ELECTRONIC COMMERCE AND OTHER BUSINESS CRITICAL
INTERNET OPERATIONS OR SIMILAR BUSINESS PURPOSE (COLLECTIVELY
"TELECOMMUNICATIONS SERVICES").
AS USED IN THIS SECTION 8(A), "PERMITTED
INVESTMENT" MEANS THE OWNERSHIP BY THE EMPLOYEE (AS THE RESULT OF OPEN MARKET
PURCHASE(S)) OF ONE (1%) PERCENT OR LESS OF ANY CLASS OF CAPITAL STOCK OF A
CORPORATION WHICH IS REGULARLY TRADED ON A NATIONAL SECURITIES EXCHANGE OR OVER
THE COUNTER ON THE NASDAQ SYSTEM.
(II)
FOR TWELVE MONTHS FOLLOWING TERMINATION OF HIS EMPLOYMENT WITH
THE COMPANY FOR ANY REASON WHATSOEVER;
(A)
HE WILL NOT SOLICIT, IN COMPETITION WITH THE COMPANY OR ANY
AFFILIATED COMPANY, ANY PERSON WHO IS A CUSTOMER OF THE COMPANY OR ANY
AFFILIATED COMPANY; AND
(B)
HE WILL NOT EMPLOY OR INDUCE OR ATTEMPT TO PERSUADE ANY EMPLOYEE
OF THE