AN EMPLOYEE OF
THE COMPANY, AND THE EMPLOYEE WILL NOT COMBINE OR CONSPIRE WITH ANY OTHER
EMPLOYEE OF THE COMPANY OR ANY OTHER PERSON FOR THE PURPOSE OF ORGANIZING ANY
SUCH COMPETITIVE BUSINESS ACTIVITY.
15.
NON-COMPETITION AFTER EMPLOYMENT TERM.
THE
PARTIES ACKNOWLEDGE THAT AS AN EXECUTIVE OFFICER OF THE COMPANY THE EMPLOYEE
WILL ACQUIRE SUBSTANTIAL KNOWLEDGE AND INFORMATION CONCERNING THE BUSINESS OF
THE COMPANY AND ITS AFFILIATES AS A RESULT OF HIS EMPLOYMENT.
THE PARTIES
FURTHER ACKNOWLEDGE THAT THE SCOPE OF BUSINESS IN WHICH THE COMPANY AND ITS
AFFILIATES ARE ENGAGED AS OF THE EFFECTIVE DATE IS NATIONAL AND VERY COMPETITIVE
AND ONE IN WHICH FEW COMPANIES CAN SUCCESSFULLY COMPETE.
COMPETITION BY AN
EXECUTIVE OFFICER SUCH AS THE EMPLOYEE IN THAT BUSINESS AFTER THE EMPLOYMENT
TERM IS TERMINATED WOULD SEVERELY INJURE THE COMPANY AND ITS AFFILIATES.
ACCORDINGLY, FOR A PERIOD OF ONE YEAR AFTER THE EMPLOYEE'S EMPLOYMENT TERMINATES
FOR ANY REASON WHATSOEVER, EXCEPT AS OTHERWISE STATED HEREIN BELOW, THE EMPLOYEE
AGREES (A) NOT TO BECOME AN EMPLOYEE, CONSULTANT, ADVISOR, PRINCIPAL, PARTNER OR
SUBSTANTIAL SHAREHOLDER OF ANY FIRM OR BUSINESS THAT IN ANY WAY COMPETES WITH
THE COMPANY OR ITS AFFILIATES IN ANY OF THEIR PRESENTLY-EXISTING OR
THEN-EXISTING PRODUCTS AND MARKETS; AND (B), ON BEHALF OF ANY SUCH COMPETITIVE
FIRM OR BUSINESS, NOT TO SOLICIT ANY PERSON OR BUSINESS THAT WAS AT THE TIME OF
SUCH TERMINATION AND REMAINS A CUSTOMER OR PROSPECTIVE CUSTOMER, A SUPPLIER OR
PROSPECTIVE SUPPLIER, OR AN EMPLOYEE OF THE COMPANY OR AN AFFILIATE.
NOTWITHSTANDING ANY OF THE FOREGOING PROVISIONS TO THE CONTRARY, THE EMPLOYEE
SHALL NOT BE SUBJECT TO THE RESTRICTIONS SET FORTH IN THIS SECTION 15 UNDER THE
FOLLOWING CIRCUMSTANCES:
(A)
IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED
BY THE COMPANY WITHOUT CAUSE;
(B)
IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED
AS A RESULT OF THE COMPANY'S UNWILLINGNESS TO EXTEND THE EMPLOYMENT TERM; OR
(C)
IF THE EMPLOYEE TERMINATES EMPLOYMENT FOR
GOOD REASON.
16.
RETURN OF COMPANY DOCUMENTS.
UPON
TERMINATION OF THE EMPLOYMENT TERM, EMPLOYEE SHALL RETURN IMMEDIATELY TO THE
COMPANY ALL RECORDS AND DOCUMENTS OF OR PERTAINING TO THE COMPANY OR ITS
AFFILIATES AND SHALL NOT MAKE OR RETAIN ANY COPY OR EXTRACT OF ANY SUCH RECORD
OR DOCUMENT, AND OTHER PROPERTY OF THE COMPANY OR ITS AFFILIATES.
17.
IMPROVEMENTS AND INVENTIONS.
ANY AND ALL
IMPROVEMENTS OR INVENTIONS, WHICH THE EMPLOYEE MAY MAKE OR PARTICIPATE IN DURING
THE EMPLOYMENT TERM, UNLESS WHOLLY UNRELATED TO THE BUSINESS OF THE COMPANY AND
ITS AFFILIATES AND PRODUCED NOT IN THE SCOPE OF EMPLOYEE'S
12
EMPLOYMENT HEREUNDER, SHALL BE THE SOLE AND EXCLUSIVE PROPERTY OF THE COMPANY.
THE EMPLOYEE WILL, WHENEVER REQUESTED BY THE COMPANY, EXECUTE AND DELIVER ANY
AND ALL DOCUMENTS WHICH THE COMPANY SHALL DEEM APPROPRIATE IN ORDER TO APPLY FOR
AND OBTAIN PATENTS FOR IMPROVEMENTS OR INVENTIONS OR IN ORDER TO ASSIGN AND
CONVEY TO THE COMPANY THE SOLE AND EXCLUSIVE RIGHT, TITLE AND INTEREST IN AND TO
SUCH IMPROVEMENTS, INVENTIONS, PATENTS OR APPLICATIONS.
18.
ACTIONS.
THE PARTIES AGREE AND ACKNOWLEDGE
THAT THE RIGHTS CONVEYED BY