OF ANY CLASS OF A CORPORATION THAT
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, INDIVIDUALLY OR ON BEHALF OF ANY OTHER
PERSON, FIRM CORPORATION OR OTHER ENTITY (I) HIRE ANY PERSON WHO WAS AN
EMPLOYEE, REPRESENTATIVE OR AGENT OF THE COMPANY OR ANY AFFILIATE AT ANY TIME
DURING THE THREE-MONTH PERIOD PRIOR TO THE BEGINNING OF THE NONCOMPETE PERIOD OR
SOLICIT, AID, INDUCE OR ATTEMPT TO INDUCE SUCH AN EMPLOYEE, REPRESENTATIVE OR
AGENT TO TERMINATE ITS RELATIONSHIP WITH THE COMPANY OR AN AFFILIATE OR
(II) SOLICIT, INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER, SUPPLIER, VENDOR,
LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE COMPANY OR ANY
AFFILIATE TO CEASE DOING BUSINESS WITH THE COMPANY OR SUCH AFFILIATE, OR IN ANY
WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER, VENDOR,
LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY AFFILIATE, WHICH
INTERFERENCE MAY REASONABLY BE EXPECTED TO CAUSE MATERIAL MONETARY DAMAGE TO THE
COMPANY OR ITS AFFILIATES.
(C)
DURING THE EMPLOYMENT PERIOD AND FOR THREE
YEARS THEREAFTER, EXECUTIVE SHALL NOT OR ENCOURAGE OR INDUCE OTHERS TO DO OR SAY
ANYTHING AT ANY TIME THAT DISPARAGES THE COMPANY OR AN AFFILIATE OR ANY OF THE
COMPANY'S OR AN AFFILIATE'S PAST OR PRESENT DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS OR THEIR PRODUCTS OR SERVICES (THE "COMPANY PARTIES"). FOR PURPOSES OF
THIS AGREEMENT, THE TERM "DISPARAGE" INCLUDES, WITHOUT LIMITATION, COMMENTS OR
STATEMENTS TO THE PRESS AND/OR MEDIA, THE COMPANY PARTIES OR ANY INDIVIDUAL OR
ENTITY WITH WHOM ANY COMPANY PARTY HAS A BUSINESS RELATIONSHIP THAT WOULD
ADVERSELY AFFECT IN ANY MANNER: (I) THE CONDUCT OF THE BUSINESS OF ANY COMPANY
PARTY (INCLUDING, WITHOUT LIMITATION, ANY BUSINESS PLANS OR PROSPECTS); OR
(II) THE BUSINESS REPUTATION OF ANY COMPANY PARTY.
(D)
UPON THE RECEIPT OF REASONABLE NOTICE FROM
THE COMPANY (INCLUDING OUTSIDE COUNSEL), EXECUTIVE AGREES THAT WHILE EMPLOYED BY
THE COMPANY AND THEREAFTER, EXECUTIVE WILL
9
RESPOND AND PROVIDE INFORMATION WITH REGARD TO MATTERS IN WHICH EXECUTIVE HAS
KNOWLEDGE AS A RESULT OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, AND WILL
PROVIDE REASONABLE ASSISTANCE TO THE COMPANY, ITS AFFILIATES AND THEIR
RESPECTIVE REPRESENTATIVES IN DEFENSE OF ANY CLAIMS THAT MAY BE MADE AGAINST THE
COMPANY OR ITS AFFILIATES, AND WILL ASSIST THE COMPANY AND ITS AFFILIATES IN THE
PROSECUTION OF ANY CLAIMS THAT MAY BE MADE BY THE COMPANY OR ITS AFFILIATES, TO
THE EXTENT THAT SUCH CLAIMS MAY RELATE TO THE PERIOD OF EXECUTIVE'S EMPLOYMENT
WITH THE COMPANY (OR ANY PREDECESSOR). EXECUTIVE AGREES TO PROMPTLY INFORM THE
COMPANY IF EXECUTIVE BECOMES AWARE OF ANY LAWSUITS INVOLVING SUCH CLAIMS THAT
MAY BE FILED OR THREATENED AGAINST THE COMPANY OR ITS AFFILIATES. EXECUTIVE ALSO
AGREES TO PROMPTLY INFORM THE COMPANY (TO THE EXTENT EXECUTIVE IS LEGALLY
PERMITTED TO DO SO) IF EXECUTIVE IS ASKED TO ASSIST IN ANY INVESTIGATION OF THE
COMPANY OR ITS AFFILIATES (OR THEIR ACTIONS), REGARDLESS OF WHETHER A LAWSUIT OR