EXECUTIVE,
PARTNER, PRINCIPAL, AGENT, REPRESENTATIVE, CONSULTANT OR OTHERWISE WITH, OR USE
OR PERMIT EXECUTIVE'S NAME TO BE USED IN CONNECTION WITH, ANY BUSINESS OR
ENTERPRISE WHICH OWNS OR OPERATES A GAMING OR PARI-MUTUEL FACILITY LOCATED
WITHIN THE UNITED STATES OF AMERICA OR ANY OTHER COUNTRY IN WHICH ANY GAMING OR
PARI-MUTUEL FACILITY IS OWNED OR OPERATED BY THE COMPANY OR ANY OF ITS
AFFILIATES, AS OF THE DATE OF TERMINATION.
(C)
THE FOREGOING RESTRICTIONS SHALL NOT BE CONSTRUED TO PROHIBIT
EXECUTIVE'S OWNERSHIP OF LESS THAN FIVE PERCENT (5%) OF ANY CLASS OF SECURITIES
OF ANY CORPORATION WHICH IS ENGAGED IN ANY OF THE FOREGOING BUSINESSES AND HAS A
CLASS OF SECURITIES REGISTERED PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934
(THE "EXCHANGE ACT"), PROVIDED THAT SUCH OWNERSHIP REPRESENTS A PASSIVE
INVESTMENT AND THAT NEITHER EXECUTIVE NOR ANY GROUP OF PERSONS INCLUDING
EXECUTIVE IN ANY WAY, EITHER DIRECTLY OR INDIRECTLY, MANAGES OR EXERCISES
CONTROL OF ANY SUCH CORPORATION, GUARANTEES ANY OF ITS FINANCIAL OBLIGATIONS,
OTHERWISE TAKES ANY PART IN ITS BUSINESS, OTHER THAN EXERCISING EXECUTIVE'S
RIGHTS AS A SHAREHOLDER, OR SEEKS TO DO ANY OF THE FOREGOING.
(D)
EXECUTIVE ACKNOWLEDGES THAT THE COVENANTS CONTAINED IN SECTIONS 5
THROUGH 8 HEREOF ARE REASONABLE AND NECESSARY TO PROTECT THE LEGITIMATE
INTERESTS OF THE COMPANY AND ITS AFFILIATES AND, IN PARTICULAR, THAT THE
DURATION AND GEOGRAPHIC SCOPE OF SUCH COVENANTS ARE REASONABLE GIVEN THE NATURE
OF THIS AGREEMENT AND THE POSITION THAT EXECUTIVE WILL HOLD WITHIN THE COMPANY.
EXECUTIVE FURTHER AGREES TO DISCLOSE THE EXISTENCE AND TERMS OF SUCH COVENANTS
TO ANY EMPLOYER THAT EXECUTIVE WORKS FOR DURING THE RESTRICTION PERIOD.
7.
NON-SOLICITATION.
DURING EXECUTIVE'S EMPLOYMENT BY THE COMPANY
AND FOR A PERIOD OF TWELVE (12) MONTHS THEREAFTER, EXECUTIVE WILL NOT, EXCEPT
WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY, (I) DIRECTLY OR INDIRECTLY,
SOLICIT OR HIRE, OR ENCOURAGE THE SOLICITATION OR HIRING OF, ANY PERSON WHO IS,
OR WAS WITHIN A SIX MONTH PERIOD PRIOR TO SUCH SOLICITATION OR HIRING, AN
EXECUTIVE OR MANAGEMENT EMPLOYEE OF THE COMPANY OR ANY OF ITS AFFILIATES FOR ANY
POSITION AS AN EMPLOYEE, INDEPENDENT CONTRACTOR, CONSULTANT OR OTHERWISE OR
(II) DIVERT OR ATTEMPT TO DIVERT ANY EXISTING BUSINESS OF THE COMPANY OR ANY OF
ITS AFFILIATES.
8.
WORKS FOR HIRE.
EXECUTIVE AGREES THAT THE COMPANY SHALL OWN ALL
RIGHT, TITLE AND INTEREST THROUGHOUT THE WORLD IN AND TO ANY AND ALL INVENTIONS,
ORIGINAL WORKS OF AUTHORSHIP, DEVELOPMENTS, CONCEPTS, KNOW-HOW, IMPROVEMENTS OR
TRADE SECRETS, WHETHER OR NOT PATENTABLE OR REGISTERABLE UNDER COPYRIGHT OR
SIMILAR LAWS, WHICH EXECUTIVE MAY SOLELY OR
7
jointly conceive or develop or reduce to practice, or cause to be conceived or
developed or reduced to practice during the Employment Term, whether or not
during regular working hours, provided they either (i) relate at the time of
conception or development to the actual or demonstrably proposed business or
research and development activities of any member of the Company Group;
(ii) result from or relate to any work performed for any member of the Company