PRIOR WRITTEN CONSENT FROM THE
COMPANY, DIRECTLY OR INDIRECTLY, ENGAGE IN A COMPETITIVE BUSINESS ACTIVITY IN
THE UNITED STATES.
THE TERM "COMPETITIVE BUSINESS ACTIVITY" SHALL MEAN:
(I)
ENGAGING IN OR MANAGING OR DIRECTING
PERSONS ENGAGING IN THE MANUFACTURE, SALE OR DISTRIBUTION OF LIQUID PACKAGING
BOARD, INCLUDING GABLE TOP CARTONS AND/OR UNCOATED FREESHEET PAPER FOR
ENVELOPES, AND/OR ANY OTHER PRODUCT THAT THE COMPANY OR ANY "AFFILIATE" (AS
DEFINED BELOW) MANUFACTURES, SELLS OR DISTRIBUTES ("COMPETING BUSINESS"),
WHETHER INDEPENDENTLY OR AS AN EMPLOYEE, AGENT, CONSULTANT, ADVISOR, INDEPENDENT
CONTRACTOR, PROPRIETOR, PARTNER, OFFICER, DIRECTOR OR OTHERWISE;
(II)
ACQUIRING OR HAVING AN OWNERSHIP INTEREST
IN AN ENTITY THAT DERIVES MORE THAN 10% OF ITS GROSS REVENUE FROM ANY COMPETING
BUSINESS, EXCEPT FOR OWNERSHIP OF 1% OR LESS OF ANY ENTITY WHOSE SECURITIES ARE
FREELY TRADABLE ON AN ESTABLISHED MARKET; OR
(III)
PARTICIPATING IN THE FINANCING, OPERATION,
MANAGEMENT OR CONTROL OF ANY FIRM, PARTNERSHIP, CORPORATION, ENTITY OR BUSINESS
DESCRIBED IN SUBPARAGRAPH (II) IMMEDIATELY ABOVE.
The term "Restrictive Period" shall mean the period beginning upon a termination
of your employment with the Company and ending on the date which is (i) in the
event that your employment is terminated pursuant to paragraphs 7 or 11, the
second anniversary of such termination or (ii) in the event that your employment
is terminated pursuant to paragraphs 8, 9, 10 or 12, the first anniversary of
such termination.
Notwithstanding the foregoing, the provisions of this paragraph 13 shall not
apply following any termination of your employment (including a termination by
the Company for Cause or by you without Good Reason) that occurs within 18
months following a Change in Control of the Company.
14.
NON-SOLICITATION.
DURING THE TERM OF YOUR EMPLOYMENT AND DURING
THE RESTRICTIVE PERIOD, YOU WILL NOT, EITHER FOR YOUR BENEFIT OR FOR THE BENEFIT
OF ANY OTHER PERSON OR ENTITY, DIRECTLY OR INDIRECTLY, SOLICIT ANY CONTRACTOR OR
EMPLOYEE OF THE COMPANY OR ITS AFFILIATES TO TERMINATE HIS OR HER EMPLOYMENT OR
OTHER RELATIONSHIP WITH THE COMPANY OR IT AFFILIATES.
15.
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
BY SIGNING THIS
LETTER AGREEMENT, YOU RECOGNIZE THAT YOUR SERVICES AS AN EMPLOYEE OF THE COMPANY
ARE UNIQUE SERVICES, AND THAT BY REASON OF YOUR EMPLOYMENT YOU WILL HAVE ACCESS
TO AND ACQUIRE PROPRIETARY AND OTHER CONFIDENTIAL INFORMATION AND TRADE SECRETS
CONCERNING OPERATIONS, FUTURE PLANS AND METHODS OF DOING BUSINESS OF THE
COMPANY, ITS AFFILIATES AND THEIR RESPECTIVE CLIENTS.
ACCORDINGLY, YOU HEREBY
COVENANT THAT YOU WILL NOT AT ANY TIME DURING YOUR EMPLOYMENT BY THE COMPANY OR
ANY TIME THEREAFTER REVEAL OR DIVULGE TO ANY PERSON, FIRM, CORPORATION OR OTHER
BUSINESS ENTITY OR USE FOR YOUR OWN PERSONAL OR BUSINESS PURPOSES OR FOR THE
PERSONAL OR BUSINESS PURPOSES OF ANY OTHER PERSON (OTHER THAN THE COMPANY) ANY
TRADE SECRETS OR CONFIDENTIAL INFORMATION OR KNOWLEDGE
7
RELATING TO THE BUSINESS OR BUSINESSES OF THE COMPANY, ITS AFFILIATES OR THEIR
RESPECTIVE CLIENTS, INCLUDING, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
ANY INFORMATION OR KNOWLEDGE PERTAINING TO PRODUCTS, FORMULAE OR PROCESSES, AND
DEVELOPMENTS OR IMPROVEMENTS WITH