COMPANY WOULD NOT OBTAIN THE BENEFIT OF THE
BARGAIN SET FORTH IN THIS AGREEMENT AS SPECIFICALLY NEGOTIATED BY THE PARTIES
HERETO IF EXECUTIVE BREACHED THE PROVISIONS OF THIS SECTION 6. THEREFORE,
EXECUTIVE AGREES THAT, DURING THE TERM OF HIS EMPLOYMENT WITH THE COMPANY AND
ITS SUBSIDIARIES (THE "EMPLOYMENT PERIOD") AND FOR 12 MONTHS THEREAFTER (THE
"NONCOMPETE PERIOD"), HE SHALL NOT DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN,
MANAGE, CONTROL, PARTICIPATE IN (WHETHER AS AN OFFICER, DIRECTOR, EMPLOYEE,
PARTNER, AGENT, REPRESENTATIVE OR OTHERWISE), CONSULT WITH, RENDER SERVICES FOR,
OR IN ANY OTHER MANNER ENGAGE IN ANY BUSINESS COMPETING WITH THE BUSINESSES OF
THE COMPANY OR ITS
5
SUBSIDIARIES, AS SUCH BUSINESSES EXIST OR ARE OR WERE IN THE PROCESS OF BEING
DEVELOPED DURING THE EMPLOYMENT PERIOD WITHIN NORTH AMERICA OR ANY OTHER ANY
GEOGRAPHICAL AREA IN WHICH THE COMPANY OR ITS SUBSIDIARIES ENGAGE OR PLAN TO
ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN SHALL PROHIBIT EXECUTIVE FROM BEING A
PASSIVE OWNER OF NOT MORE THAN 2% OF THE OUTSTANDING STOCK OF ANY CLASS OF A
CORPORATION WHICH IS PUBLICLY TRADED SO LONG AS HE DOES NOT HAVE ANY ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
NOTWITHSTANDING THE
FOREGOING, IN THE EVENT THAT THE EMPLOYMENT PERIOD IS TERMINATED BY THE COMPANY
WITHOUT CAUSE OR BY EXECUTIVE WITH GOOD REASON, THEN THE OBLIGATIONS UNDER THIS
SECTION 6(A), AND UNDER EACH OF 6(B)(III) AND, TO THE EXTENT UNDERTAKEN IN
CONNECTION WITH AN ACTIVITY PERMITTED UNDER 6(B)(III), 6(B)(IV), SHALL TERMINATE
CONCURRENTLY WITH EXECUTIVE'S TERMINATION FOR PURPOSES OF THIS AGREEMENT.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY
THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF
THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY OR
ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS AN
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING THE TWELVE MONTH
PERIOD PRIOR TO THE DATE OF HIRE, (III) CALL ON, SOLICIT, OR SERVICE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR OR OTHER BUSINESS RELATION OR PROSPECTIVE
CLIENT OF THE COMPANY OR ANY OF ITS SUBSIDIARIES WITH RESPECT TO PRODUCTS AND/OR
SERVICES THAT ARE OR HAVE BEEN PROVIDED BY THE COMPANY OR SUCH SUBSIDIARY DURING
THE TWELVE-MONTH PERIOD PRIOR TO THE TERMINATION OF THE EMPLOYMENT PERIOD, OR
WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS CURRENTLY IN THE PROCESS OF
DEVELOPING OR (IV) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, LICENSEE,
LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE COMPANY OR ANY SUBSIDIARY
TO CEASE DOING (OR REDUCE ITS) BUSINESS WITH THE COMPANY OR SUCH SUBSIDIARY, OR
IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER,
LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY SUBSIDIARY (INCLUDING,
WITHOUT LIMITATION, MAKING ANY NEGATIVE OR DISPARAGING STATEMENTS OR
COMMUNICATIONS REGARDING THE COMPANY OR ITS SUBSIDIARIES).
(C)
IN THE EVENT OF A BREACH OR A THREATENED BREACH