INFORMATION")
SUBJECT TO A DUTY ON THE COMPANY'S AND ITS SUBSIDIARIES' PART TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND TO USE IT ONLY FOR CERTAIN LIMITED
PURPOSES.
DURING THE EMPLOYMENT PERIOD AND THEREAFTER, AND WITHOUT IN ANY WAY
LIMITING THE PROVISIONS OF SECTION 5(A) ABOVE, EXECUTIVE WILL HOLD THIRD PARTY
INFORMATION IN THE STRICTEST CONFIDENCE AND WILL NOT DISCLOSE TO ANYONE (OTHER
THAN PERSONNEL OF THE COMPANY OR ITS SUBSIDIARIES WHO NEED TO KNOW SUCH
INFORMATION IN CONNECTION WITH THEIR WORK FOR THE COMPANY OR SUCH SUBSIDIARIES)
OR USE, EXCEPT IN CONNECTION WITH HIS WORK FOR THE COMPANY OR ITS SUBSIDIARIES,
THIRD PARTY INFORMATION UNLESS EXPRESSLY AUTHORIZED BY A MEMBER OF THE BOARD IN
WRITING.
6.
NON-COMPETE, NON-SOLICITATION.
(A)
IN FURTHER CONSIDERATION OF THE
COMPENSATION TO BE PAID TO EXECUTIVE HEREUNDER, EXECUTIVE ACKNOWLEDGES THAT
DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES HE
SHALL BECOME FAMILIAR WITH THE COMPANY'S TRADE SECRETS AND WITH OTHER
CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND ITS PREDECESSORS AND ITS
SUBSIDIARIES AND THAT HIS SERVICES SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY
VALUE TO THE COMPANY AND ITS SUBSIDIARIES, AND THEREFORE, EXECUTIVE AGREES THAT,
DURING THE EMPLOYMENT PERIOD AND FOR SUCH TIME AS EXECUTIVE IS RECEIVING ANY
SEVERANCE PAYMENTS FROM THE COMPANY, OR SIX MONTHS IF EXECUTIVE IS NOT ENTITLED
TO RECEIVE ANY SEVERANCE PAYMENTS HEREUNDER (OTHER THAN IN THE SPECIFIC CASE IN
WHICH EXECUTIVE IS TERMINATED FOR CAUSE AS A RESULT OF EVENTS THAT OCCURRED
PRIOR TO DECEMBER 31, 2002, IN WHICH CASE THIS PROVISION SHALL NOT APPLY), (THE
"NONCOMPETE PERIOD"), HE SHALL NOT DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN,
MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER SERVICES FOR, OR IN ANY
MANNER ENGAGE IN ANY BUSINESS COMPETING WITH THE BUSINESSES OF THE COMPANY OR
ITS SUBSIDIARIES, AS SUCH BUSINESSES EXIST OR ARE IN PROCESS DURING THE
EMPLOYMENT PERIOD ON THE DATE OF THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT
PERIOD, WITHIN 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
6
more than 2% of the outstanding stock of any class of a corporation which is
publicly traded, so long as Executive has no active participation in the
business of such corporation.
(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 EMPLOYMENT PERIOD OR (III) INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF
THE COMPANY OR ANY SUBSIDIARY TO CEASE DOING BUSINESS WITH THE COMPANY OR SUCH
SUBSIDIARY, OR IN