CONFIDENTIALITY
OBLIGATIONS UNDER THIS SECTION 8), AND EXCEPT AS MAY BE REQUIRED (OR AS THE
EMPLOYEE MAY BE ADVISED BY COUNSEL IS REQUIRED) IN CONNECTION WITH ANY JUDICIAL,
ADMINISTRATIVE OR OTHER GOVERNMENTAL PROCEEDING OR INQUIRY.
IN THE EVENT OF THE
TERMINATION OF HIS EMPLOYMENT, WHETHER VOLUNTARY OR INVOLUNTARY AND WHETHER BY
THE COMPANY OR THE EMPLOYEE, THE EMPLOYEE WILL DELIVER TO THE COMPANY AND WILL
NOT TAKE WITH HIM ANY DOCUMENTS, OR ANY OTHER REPRODUCTIONS (IN WHOLE OR IN
PART) OF ANY ITEMS, COMPRISING CONFIDENTIAL INFORMATION (EXCEPT THAT THE
EMPLOYEE MAY RETAIN HIS PERSONAL ADDRESS, TELEPHONE AND OTHER CONTACT LISTS AND
INFORMATION AND ANY OTHER DOCUMENTS OR REPRODUCTIONS RETAINED UPON THE ADVICE OF
COUNSEL).
NOTWITHSTANDING ANY OTHER PROVISION HEREOF, THE TERM "CONFIDENTIAL
INFORMATION" DOES NOT INCLUDE ANY INFORMATION THAT (A) IS OR BECOMES PUBLICLY
AVAILABLE OTHER THAN AS THE RESULT OF THE BREACH BY THE EMPLOYEE OF HIS
CONFIDENTIALITY OBLIGATIONS UNDER THIS SECTION 8, (B) BECAME, IS OR BECOMES
AVAILABLE TO THE EMPLOYEE ON A NON-CONFIDENTIAL BASIS FROM A SOURCE, OTHER THAN
THE COMPANY, THAT TO THE EMPLOYEE'S KNOWLEDGE IS NOT PROHIBITED FROM DISCLOSING
SUCH INFORMATION TO THE EMPLOYEE BY A CONFIDENTIALITY OBLIGATION OWED TO THE
COMPANY OR (C) WAS KNOWN TO THE EMPLOYEE PRIOR TO BECOMING AN OFFICER OF THE
COMPANY.
THE PROVISIONS OF THIS SECTION 8 SHALL EXPIRE AND BE OF NO FURTHER
FORCE AND EFFECT ON THE THIRD ANNIVERSARY OF THE DATE OF TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY.
SECTION 9.
NON-COMPETITION.
THE COMPANY PROMISES THAT DURING THE TERM OF THIS
AGREEMENT AND BEFORE THE COMPANY CAN EXERCISE ANY RIGHT TO TERMINATE THE
EMPLOYEE'S EMPLOYMENT WITHOUT CAUSE, THE COMPANY SHALL PROVIDE THE EMPLOYEE WITH
CONFIDENTIAL INFORMATION THAT THE EMPLOYEE DID NOT POSSESS AND HAD NOT RECEIVED
PRIOR TO THE EXECUTION OF THIS AGREEMENT.
IN EXCHANGE FOR AND ANCILLARY TO THE
COMPANY'S ENFORCEABLE PROMISE TO PROVIDE HIM WITH THAT CONFIDENTIAL INFORMATION,
THE EMPLOYEE AGREES THAT HE WILL NOT DISCLOSE OR MAKE IMPROPER USE OF ANY OF THE
CONFIDENTIAL INFORMATION.
IN ORDER TO ENFORCE THAT PROMISE BY THE EMPLOYEE, HE
AGREES TO THE PROVISIONS OF THIS SECTION 9.
ACCORDINGLY, DURING HIS EMPLOYMENT
WITH THE COMPANY PURSUANT TO THIS AGREEMENT AND FOR A PERIOD OF TWO (2) YEARS
THEREAFTER, THE EMPLOYEE WILL NOT KNOWINGLY AND INTENTIONALLY (I) ENGAGE,
DIRECTLY OR INDIRECTLY, ALONE OR AS A PARTNER, OFFICER, DIRECTOR, EMPLOYEE, OR
CONSULTANT OF ANY OTHER BUSINESS ORGANIZATION, IN ANY BUSINESS ACTIVITIES THAT
ARE SUBSTANTIALLY AND DIRECTLY COMPETITIVE WITH THE BUSINESS ACTIVITIES THEN
CONDUCTED BY THE COMPANY ANYWHERE IN THE WORLD (THE "DESIGNATED INDUSTRY"), (II)
DIVERT TO ANY COMPETITOR OF THE COMPANY IN THE DESIGNATED INDUSTRY ANY CUSTOMER
OF THE COMPANY OR (III) SOLICIT OR ENCOURAGE ANY OFFICER, EMPLOYEE, OR
CONSULTANT OF THE COMPANY TO LEAVE ITS EMPLOY FOR EMPLOYMENT BY OR WITH ANY
COMPETITOR OF THE COMPANY IN THE DESIGNATED INDUSTRY.
THE PARTIES HERETO
ACKNOWLEDGE THAT THE EMPLOYEE'S NON-COMPETITION OBLIGATIONS HEREUNDER WILL NOT
PRECLUDE THE EMPLOYEE FROM (I) OWNING LESS THAN 5% OF THE COMMON STOCK OF ANY
PUBLICLY