OIL, NATURAL GAS OR NATURAL GAS
LIQUIDS ANYWHERE IN THE CONTINENTAL
UNITED STATES EAST OF THE MISSISSIPPI RIVER (EXCLUDING THE GULF OF MEXICO),
EXCEPT THAT THE RESTRICTION AS TO THE REGULATED DISTRIBUTION OF OIL, NATURAL GAS
OR NATURAL GAS LIQUIDS SHALL BE LIMITED TO THE MARKETS IN WHICH THE COMPANY
CONDUCTED SUCH BUSINESS OR CONTEMPLATED (WITH THE EMPLOYEE'S KNOWLEDGE)
CONDUCTING SUCH BUSINESS AT THE TIME OF THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT, OR (B) ANY BUSINESS ACTIVITY THAT COMPETES WITH ANY PROJECT OR
PROPOSED PROJECT WHICH WAS DISCUSSED BY OR WITH THE EMPLOYEE IN THE COURSE OF
HIS OR HER EMPLOYMENT WITH THE COMPANY OR ANY PROJECT OR PROPOSED PROJECT WITH
RESPECT TO WHICH THE COMPANY INITIATED ANY BUSINESS ACTIVITY DURING THE COURSE
OF HIS OR HER EMPLOYMENT (FOR PURPOSES OF THIS SUBSECTION (I) EMPLOYMENT OR
ENGAGEMENT BY A CUSTOMER OF THE COMPANY TO PROVIDE OR MANAGE SERVICES THAT ARE
PROVIDED BY THE COMPANY SHALL BE DEEMED TO VIOLATE THIS SUBSECTION (I)); (II)
DIRECTLY OR INDIRECTLY ON HIS OR HER OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON
OR ENTITY CONTACT (A) ANY CUSTOMER OF THE COMPANY WITH WHOM HE OR SHE HAD
CONTACT WHILE EMPLOYED BY THE COMPANY, OR (B) ANY PERSON OR ENTITY TO WHOM HE OR
SHE ATTEMPTED TO MARKET THE COMPANY'S PRODUCTS AND SERVICES WHILE EMPLOYED BY
THE COMPANY, IN EITHER CASE, FOR THE PURPOSE OF SOLICITING THE PURCHASE OF ANY
PRODUCT OR SERVICE THAT COMPETES WITH ANY PRODUCT OR SERVICE OFFERED BY THE
COMPANY OR WHICH WAS CONSIDERED TO BE OFFERED BY THE COMPANY WHILE THE EMPLOYEE
WAS EMPLOYED BY THE COMPANY; (III) TAKE AWAY OR INTERFERE, OR ATTEMPT TO
INTERFERE, WITH ANY CUSTOM, TRADE OR EXISTING CONTRACTUAL RELATIONS OF THE
COMPANY, INCLUDING ANY BUSINESS PROJECT OR ANY CONTEMPLATED BUSINESS PROJECT
WHICH REPRESENTATIVES OF THE COMPANY HAVE DISCUSSED WITH ANY POTENTIAL
PARTICIPANT IN SUCH PROJECT; OR (IV) DIRECTLY OR INDIRECTLY ON HIS OR HER OWN
BEHALF OR ON BEHALF OF ANY OTHER PERSON OR ENTITY SOLICIT OR INDUCE, OR CAUSE
ANY OTHER PERSON OR ENTITY TO SOLICIT OR INDUCE, OR ATTEMPT TO INDUCE, ANY
EMPLOYEE OR CONSULTANT TO LEAVE THE EMPLOY OF OR ENGAGEMENT BY THE COMPANY OR
ITS SUCCESSORS, ASSIGNS, OR AFFILIATES, OR TO VIOLATE THE TERMS OF THEIR
CONTRACTS WITH THE COMPANY. EMPLOYEE MAY PURCHASE OR OTHERWISE ACQUIRE UP TO
(BUT NOT MORE THAN) 1% OF ANY CLASS OF SECURITIES OF ANY ENTERPRISE (BUT WITHOUT
OTHERWISE PARTICIPATING IN THE ACTIVITIES OF SUCH ENTERPRISE) IF SUCH SECURITIES
ARE LISTED ON ANY NATIONAL SECURITIES EXCHANGE OR HAVE BEEN REGISTERED UNDER
SECTION 12(G) OF THE SECURITIES EXCHANGE ACT OF 1934.
3.
THE COMPANY MAY TERMINATE THIS AGREEMENT BY GIVING TWENTY-FOUR
(24) MONTHS' PRIOR WRITTEN NOTICE TO THE EMPLOYEE; PROVIDED THAT ALL PROVISIONS
OF THIS AGREEMENT SHALL APPLY IF ANY EVENT SPECIFIED IN SECTIONS 1 OR 2 OCCURS
PRIOR TO THE EXPIRATION OF SUCH TWENTY-FOUR (24) MONTH PERIOD. NOTWITHSTANDING
ANYTHING IN THIS AGREEMENT TO THE CONTRARY, UPON THE OCCURRENCE OF A CHANGE OF
CONTROL AS SUCH