THAT IT COULD BE
CONDUCTED ANY WHERE IN THE WORLD AND THAT IT IS NOT LIMITED TO A GEOGRAPHIC
SCOPE OR REGION; (V) THE COMPANY AND ITS AFFILIATES WILL SUFFER SUBSTANTIAL
DAMAGE WHICH WILL BE DIFFICULT TO COMPUTE IF, DURING THE TERM OF EMPLOYMENT OR
THEREAFTER, EXECUTIVE SHOULD SOLICIT OR
10
INTERFERE WITH THE COMPANY'S OR ITS AFFILIATES' EMPLOYEES OR SHOULD DIVULGE
CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE COMPANY AND ITS
AFFILIATES; (VI) THE PROVISIONS OF THIS AGREEMENT ARE REASONABLE AND NECESSARY
FOR THE PROTECTION OF THE BUSINESS OF THE COMPANY AND ITS AFFILIATES; (VI) THE
COMPANY WOULD NOT HAVE HIRED OR CONTINUED TO EMPLOY EXECUTIVE OR GRANT THE
EQUITY AWARDS AND OTHER BENEFITS CONTEMPLATED UNDER THIS AGREEMENT UNLESS HE
AGREED TO BE BOUND BY THE TERMS HEREOF; AND (VII) THE PROVISIONS OF THIS
AGREEMENT WILL NOT PRECLUDE EXECUTIVE FROM OTHER GAINFUL EMPLOYMENT.
"COMPETITIVE BUSINESS" MEANS ANY BUSINESS, PARTNERSHIP, ENTERPRISE, ASSOCIATION
OR ACTIVITY THAT IS ACTIVELY INVOLVED IN THE BUSINESS OF PRODUCING AND/OR
MARKETING ETHANOL AND ETHANOL CO-PRODUCTS; PROVIDED, THAT A COMPETITIVE BUSINESS
SHALL NOT INCLUDE A SEPARATE NON-COMPETITIVE SUBSIDIARY OR DIVISION RELATED TO A
COMPANY THAT IS OTHERWISE A COMPETITIVE BUSINESS IF EXECUTIVE IS EMPLOYED SOLELY
TO PERFORM SERVICES FOR SUCH NON-COMPETITIVE SUBSIDIARY OR DIVISION AND DOES NOT
ENGAGE IN, ASSIST, OR HAVE ANY MATERIAL INVOLVEMENT WITH ANY ASPECT OF SUCH
COMPANY'S COMPETITIVE BUSINESS. "CONFIDENTIAL INFORMATION" AS USED IN THIS
AGREEMENT SHALL MEAN ANY AND ALL CONFIDENTIAL AND/OR PROPRIETARY KNOWLEDGE,
DATA, OR INFORMATION OF THE COMPANY OR ANY AFFILIATE, INCLUDING, WITHOUT
LIMITATION, ANY: (A) TRADE SECRETS, DRAWINGS, INVENTIONS, METHODOLOGIES, MASK
WORKS, IDEAS, PROCESSES, FORMULAS, SOURCE AND OBJECT CODES, DATA, PROGRAMS,
SOFTWARE SOURCE DOCUMENTS, WORKS OF AUTHORSHIP, KNOW-HOW, IMPROVEMENTS,
DISCOVERIES, DEVELOPMENTS, DESIGNS AND TECHNIQUES, AND ALL OTHER WORK PRODUCT OF
THE COMPANY OR ANY AFFILIATE, WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER
TRADEMARK, COPYRIGHT, PATENT OR SIMILAR LAWS; (B) INFORMATION REGARDING PLANS
FOR RESEARCH, DEVELOPMENT, NEW SERVICE OFFERINGS AND/OR PRODUCTS, MARKETING,
ADVERTISING AND SELLING, DISTRIBUTION, BUSINESS PLANS, BUSINESS FORECASTS,
BUDGETS AND UNPUBLISHED FINANCIAL STATEMENTS, LICENSES, PRICES AND COSTS,
SUPPLIERS, CUSTOMERS OR DISTRIBUTION ARRANGEMENTS; (C) ANY INFORMATION REGARDING
THE SKILLS AND COMPENSATION OF EMPLOYEES, SUPPLIERS, AGENTS, AND/OR INDEPENDENT
CONTRACTORS OF THE COMPANY OR ANY AFFILIATE; (D) CONCEPTS AND IDEAS RELATING TO
THE DEVELOPMENT AND DISTRIBUTION OF CONTENT IN ANY MEDIUM OR TO THE CURRENT,
FUTURE AND PROPOSED PRODUCTS OR SERVICES OF THE COMPANY OR ANY AFFILIATE; OR
(E) ANY OTHER INFORMATION, DATA OR THE LIKE THAT IS LABELED CONFIDENTIAL OR
ORALLY DISCLOSED TO EXECUTIVE AS CONFIDENTIAL.
(B)
CONFIDENTIALITY.
IN CONSIDERATION OF THE BENEFITS PROVIDED FOR
UNDER THIS AGREEMENT, EXECUTIVE AGREES NOT TO, AT ANY TIME, EITHER DURING THE
TERM OF EMPLOYMENT OR THEREAFTER, DIVULGE, USE, PUBLISH OR IN ANY OTHER MANNER
REVEAL, DIRECTLY OR INDIRECTLY, TO ANY PERSON, FIRM, CORPORATION OR ANY OTHER
FORM OF BUSINESS ORGANIZATION OR ARRANGEMENT AND KEEP IN THE STRICTEST
CONFIDENCE ANY CONFIDENTIAL INFORMATION, EXCEPT (I) IN THE GOOD FAITH
PERFORMANCE OF EXECUTIVE'S DUTIES HEREUNDER, (II) WITH THE COMPANY'S EXPRESS
WRITTEN CONSENT, (III) TO