STATE, COUNTRY, TERRITORY OR OTHER POLITICAL
SUBDIVISION OR OTHER LOCATION IN THE WORLD SHALL BE REFERRED TO AS A
"NON-COMPETITION AREA").
THE PARTIES TO THIS AGREEMENT INTEND THAT THE COVENANT
CONTAINED IN THE PRECEDING SENTENCE OF THIS SECTION 1(A) SHALL BE CONSTRUED AS A
SERIES OF SEPARATE COVENANTS, ONE FOR EACH CITY, CANTON, COMMONWEALTH, COUNTY,
DISTRICT, PARISH, STATE, PROVINCE, COUNTRY, TERRITORY, OR OTHER POLITICAL
SUBDIVISION OR OTHER AREA OF THE WORLD SPECIFIED.
EXCEPT FOR GEOGRAPHIC
COVERAGE, EACH SEPARATE COVENANT SHALL BE CONSIDERED IDENTICAL IN TERMS TO THE
COVENANT CONTAINED IN THE PRECEDING SENTENCE.
THE PARTIES FURTHER ACKNOWLEDGE
THE BREADTH OF THE COVENANTS, BUT AGREE THAT SUCH BROAD COVENANTS ARE NECESSARY
AND APPROPRIATE IN THE LIGHT OF THE GLOBAL NATURE OF THE COMPETITIVE ACTIVITY.
IF, IN ANY JUDICIAL OR OTHER PROCEEDING, A COURT OR OTHER BODY DECLINES TO
ENFORCE ANY OF THE SEPARATE COVENANTS INCLUDED IN THIS SECTION 1(A), THE
UNENFORCEABLE COVENANT SHALL BE CONSIDERED ELIMINATED FROM THESE PROVISIONS FOR
THE PURPOSE OF THOSE PROCEEDINGS TO THE EXTENT NECESSARY TO PERMIT THE REMAINING
SEPARATE COVENANTS TO BE ENFORCED.
NOTWITHSTANDING THE FOREGOING, THE EXECUTIVE
MAY MAINTAIN OR UNDERTAKE PURELY PASSIVE INVESTMENTS ON BEHALF OF THE EXECUTIVE,
THE EXECUTIVE'S IMMEDIATE FAMILY OR ANY TRUST ON BEHALF OF THE EXECUTIVE OR THE
EXECTIVE'S IMMEDIATE FAMILY IN COMPANIES ENGAGED IN A COMPETITIVE ACTIVITY SO
LONG AS THE AGGREGATE INTEREST REPRESENTED BY SUCH INVESTMENTS DOES NOT EXCEED
1% OF ANY CLASS OF THE OUTSTANDING PUBLICLY TRADED DEBT OR EQUITY SECURITIES OF
ANY COMPANY ENGAGED IN A COMPETITIVE ACTIVITY.
(B)
NONDISCLOSURE OF CONFIDENTIAL INFORMATION.
THE EXECUTIVE, EXCEPT IN CONNECTION WITH HIS EMPLOYMENT HEREUNDER, SHALL NOT
DISCLOSE TO ANY PERSON OR ENTITY OR USE, EITHER DURING THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY OR AT ANY TIME THEREAFTER, ANY INFORMATION NOT IN
THE PUBLIC DOMAIN, IN ANY FORM, ACQUIRED BY THE EXECUTIVE WHILE EMPLOYED BY THE
COMPANY OR, IF ACQUIRED FOLLOWING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY,
SUCH INFORMATION THAT, TO THE EXECUTIVE'S KNOWLEDGE, HAS BEEN ACQUIRED, DIRECTLY
OR INDIRECTLY, FROM ANY PERSON OR ENTITY OWING A DUTY OF CONFIDENTIALITY TO THE
COMPANY OR ANY OF ITS AFFILIATES, RELATING TO THE COMPANY, UNITED ONLINE, INC.,
A DELAWARE CORPORATION AND THE PARENT CORPORATION OF THE COMPANY ("UOL"), OR ANY
OF ITS SUCCESSORS OR THEIR SUBSIDIARIES OR AFFILIATED COMPANIES (COLLECTIVELY,
THE "UOL GROUP"), INCLUDING BUT NOT LIMITED TO TRADE SECRETS, TECHNICAL
INFORMATION, SYSTEMS, PROCEDURES, TEST DATA, PRICE LISTS, FINANCIAL OR OTHER
DATA (INCLUDING THE REVENUES, COSTS OR PROFITS ASSOCIATED WITH ANY OF THE
COMPANY'S PRODUCTS OR SERVICES), BUSINESS AND PRODUCT PLANS, CODE BOOKS,
INVOICES AND OTHER FINANCIAL STATEMENTS, COMPUTER PROGRAMS, DISCS AND PRINTOUTS,
CUSTOMER AND SUPPLIER LISTS OR NAMES, PERSONNEL FILES, SALES AND ADVERTISING
MATERIAL, TELEPHONE NUMBERS, NAMES, ADDRESSES OR ANY OTHER COMPILATION OF
INFORMATION, WRITTEN OR UNWRITTEN, THAT IS OR WAS USED IN THE BUSINESS OF THE
COMPANY, UOL, ANY PREDECESSOR OF THE COMPANY, UOL OR ANY OF THE COMPANY'S, OR
UOL'S SUBSIDIARIES, AFFILIATES, SUCCESSORS OR ASSIGNS.
THE EXECUTIVE AGREES AND
ACKNOWLEDGES THAT ALL OF SUCH INFORMATION, IN ANY FORM,