AFFILIATE OF THE COMPANY IF:
(I) THE SPECIFIC ITEM OF INFORMATION BECOMES GENERALLY AVAILABLE TO THE PUBLIC
WITHOUT VIOLATION OF THIS AGREEMENT OR ANY OTHER DUTY OF CONFIDENTIALITY BY YOU;
(II) IF SUCH DISCLOSURE IS COMPELLED BY LAW, IN WHICH EVENT, TO THE EXTENT
LAWFUL AND PRACTICABLE, YOU AGREE TO (X) GIVE THE COMPANY PRIOR WRITTEN NOTICE
OF ANY DISCLOSURE TO BE MADE PURSUANT TO THIS SUBSECTION (II) PROMPTLY AFTER
RECEIVING A REQUEST FOR SUCH DISCLOSURE, AND (Y) AT THE COMPANY'S EXPENSE,
COOPERATE FULLY WITH THE COMPANY TO OBTAIN PROTECTIVE ORDERS, CONFIDENTIAL
TREATMENT OR OTHER SUCH PROTECTIVE ACTION AS MAY BE AVAILABLE TO PRESERVE THE
CONFIDENTIALITY OF THE INFORMATION REQUIRED TO BE DISCLOSED, OR (III) TO PROTECT
YOUR RIGHTS HEREUNDER.
c)
Return of Records.
You expressly
covenant that, by the Termination Date, you will have returned to the Company
all memoranda, books, papers, plans, information, letters and other data, and
all copies thereof or therefrom (whether in written, printed, electronic or
other form), in any way relating to the business of the Company and its
affiliates, provided, however,
that you may retain copies of your records of
addresses and phone numbers such as "rolodex" files, calendars, day planners,
employment-related documents, benefit plan documents and election forms,
performance evaluations and health evaluations.
Thereafter, in the event that
you learn of any property of the Company to be in your custody, you will
promptly return such property to the Company.
Ms. Cinda Hallman
March 9, 2004
Page 6
6.
COVENANT NOT TO COMPETE.
YOU AGREE
THAT DURING THE ONE (1) YEAR PERIOD COMMENCING ON THE TERMINATION DATE, YOU
SHALL NOT, ANYWHERE IN THE WORLD:
A)
ENGAGE IN ANY BUSINESS, WHETHER AS AN EMPLOYEE,
CONSULTANT, PARTNER, PRINCIPAL, AGENT, REPRESENTATIVE OR STOCKHOLDER (OTHER THAN
AS A STOCKHOLDER OF LESS THAN A 1% EQUITY INTEREST IN ANY PUBLICLY HELD COMPANY)
OR IN ANY OTHER CORPORATE OR REPRESENTATIVE CAPACITY WITH ANY OTHER BUSINESS,
WHETHER IN CORPORATE, PROPRIETORSHIP, OR PARTNERSHIP FORM OR OTHERWISE, WHERE
SUCH BUSINESS IS ENGAGED IN ANY ACTIVITY THAT COMPETES WITH THE BUSINESS OF THE
COMPANY OR ITS AFFILIATES AS CONDUCTED ON THE TERMINATION DATE OR DURING THE
180-DAY PERIOD PRIOR THERETO, OR THAT WILL COMPETE WITH ANY PROPOSED BUSINESS
ACTIVITY OF THE COMPANY IN THE PLANNING STAGE ON SUCH DATE OR DURING SUCH
PERIOD; PROVIDED, HOWEVER, THAT THIS SECTION 6(A) SHALL NOT PROHIBIT YOU FROM
PROVIDING SERVICES TO A CONSULTING, ACCOUNTING OR SIMILAR SERVICE FIRM PROVIDED
THAT A MAJORITY OF SUCH FIRM'S CLIENTS ARE NOT COMPETITORS OF THE COMPANY OR ITS
AFFILIATES AND PROVIDED FURTHER THAT YOU DO NOT SO PROVIDE SERVICES, DIRECTLY OR
INDIRECTLY, FOR ANY COMPANY OR OTHER BUSINESS ENTITY THAT AT ANY TIME DURING
SUCH PERIOD IS A DIRECT COMPETITOR OF THE COMPANY OR ITS AFFILIATES;
B)
SOLICIT BUSINESS FROM, OR PERFORM SERVICES FOR,
OR INDUCE OTHERS TO PERFORM SERVICES FOR, ANY COMPANY OR OTHER BUSINESS ENTITY
WHICH AT ANY TIME DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRECEDING THE
TERMINATION DATE WAS A CLIENT OF THE COMPANY OR