REDUCTION
OF NOT MORE THAN 10% APPLICABLE TO ALL SENIOR OFFICERS OF THE COMPANY).
2.
WHILE THE EMPLOYEE IS EMPLOYED BY THE COMPANY AND FOR A PERIOD OF
SIX (6) MONTHS AFTER DATE OF EMPLOYEE'S TERMINATION OF EMPLOYMENT WITH COMPANY
FOR ANY REASON, THE EMPLOYEE SHALL NOT (I) DIRECTLY OR INDIRECTLY ENGAGE,
WHETHER AS AN EMPLOYEE, CONSULTANT, PARTNER, OWNER, AGENT, STOCKHOLDER, OFFICER,
DIRECTOR OR OTHERWISE, ALONE OR IN ASSOCIATION WITH ANY OTHER PERSON OR ENTITY,
IN (A) THE ENERGY INDUSTRY, INCLUDING THE PRODUCTION, TRANSMISSION, DISTRIBUTION
AND MARKETING OF OIL, NATURAL GAS OR ELECTRICITY AND THE PROVISION OF RELATED
ENERGY SERVICES (INCLUDING PROJECT DEVELOPMENT AND ENGINEERING ANALYSIS,
CONSTRUCTION MANAGEMENT, PROJECT FINANCING, EQUIPMENT OPERATION AND MAINTENANCE,
ENERGY SAVINGS METERING, MONITORING AND VERIFICATION, AND FACILITIES MANAGEMENT
(DEVELOPING AND OPERATING PRIVATE POWER, COGENERATION AND CENTRAL PLANT
FACILITIES)) ANYWHERE IN THE CONTINENTAL UNITED STATES (INCLUDING THE GULF OF
MEXICO), CENTRAL AMERICA OR SOUTH AMERICA, EXCEPT THAT THE RESTRICTION AS TO THE
REGULATED DISTRIBUTION OF OIL, NATURAL GAS OR ELECTRICITY SHALL BE LIMITED TO
THE MARKETS IN WHICH THE COMPANY CONDUCTED SUCH BUSINESS OR CONTEMPLATED (WITH
THE EMPLOYEE'S KNOWLEDGE) CONDUCTING SUCH BUSINESS AT THE TIME OF THE
TERMINATION OF EMPLOYEE'S EMPLOYMENT, OR (B) ANY BUSINESS ACTIVITY THAT COMPETES
WITH ANY PROJECT OR PROPOSED PROJECT WHICH WAS DISCUSSED BY OR WITH THE EMPLOYEE
IN THE COURSE OF HIS OR HER EMPLOYMENT WITH THE COMPANY OR ANY PROJECT OR
PROPOSED PROJECT WITH RESPECT TO WHICH THE COMPANY INITIATED ANY BUSINESS
ACTIVITY DURING THE COURSE OF HIS OR HER EMPLOYMENT (FOR PURPOSES OF THIS
SUBSECTION (I) EMPLOYMENT OR ENGAGEMENT BY A CUSTOMER OF THE COMPANY TO PROVIDE
OR MANAGE SERVICES THAT ARE PROVIDED BY THE COMPANY SHALL BE DEEMED TO VIOLATE
THIS SUBSECTION (I)); (II) DIRECTLY OR INDIRECTLY ON HIS OR HER OWN BEHALF OR ON
BEHALF OF ANY OTHER PERSON OR ENTITY CONTACT (A) ANY CUSTOMER OF THE COMPANY
WITH WHOM HE OR SHE HAD CONTACT WHILE EMPLOYED BY THE COMPANY, OR (B) ANY PERSON
OR ENTITY TO WHOM HE OR SHE ATTEMPTED TO MARKET THE COMPANY'S PRODUCTS AND
SERVICES WHILE EMPLOYED BY THE COMPANY, IN EITHER CASE, FOR THE PURPOSE OF
SOLICITING THE PURCHASE OF ANY PRODUCT OR SERVICE THAT COMPETES WITH ANY PRODUCT
OR SERVICE OFFERED BY THE COMPANY OR WHICH WAS CONSIDERED TO BE OFFERED BY THE
COMPANY WHILE THE EMPLOYEE WAS EMPLOYED BY THE COMPANY; (III) TAKE AWAY OR
INTERFERE, OR ATTEMPT TO INTERFERE, WITH ANY CUSTOM, TRADE OR EXISTING
CONTRACTUAL RELATIONS OF THE COMPANY, INCLUDING ANY BUSINESS PROJECT OR ANY
CONTEMPLATED BUSINESS PROJECT WHICH REPRESENTATIVES OF THE COMPANY HAVE
DISCUSSED WITH ANY POTENTIAL PARTICIPANT IN SUCH PROJECT; OR (IV) DIRECTLY OR
INDIRECTLY ON HIS OR HER OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON OR ENTITY
SOLICIT OR INDUCE, OR CAUSE ANY OTHER PERSON OR ENTITY TO SOLICIT OR INDUCE, OR
ATTEMPT TO INDUCE, ANY EMPLOYEE OR CONSULTANT TO LEAVE THE EMPLOY OF OR
ENGAGEMENT BY THE COMPANY OR ITS SUCCESSORS, ASSIGNS, OR AFFILIATES, OR TO
VIOLATE THE TERMS OF THEIR