HIS OR HER RELATIONSHIP TO THE COMPANY OR ANY OF ITS AFFILIATES.
(B)
DURING THE RESTRICTED PERIOD, EXECUTIVE SHALL NOT MAKE ANY
STATEMENTS OR PERFORM ANY ACTS INTENDED TO OR WHICH MAY HAVE THE EFFECT OF
ADVANCING THE INTEREST OF ANY COMPETITORS OF THE COMPANY OR ANY OF ITS
AFFILIATES OR IN ANY WAY INJURING THE INTERESTS OF THE COMPANY OR ANY OF ITS
AFFILIATES AND THE COMPANY AND ITS AFFILIATES SHALL NOT MAKE OR AUTHORIZE ANY
PERSON TO MAKE ANY STATEMENT THAT WOULD IN ANY WAY INJURE THE PERSONAL OR
BUSINESS REPUTATION OR INTERESTS OF EXECUTIVE; PROVIDED, HOWEVER, THAT, SUBJECT
TO SECTION 4.2, NOTHING
(5) Two years for CEO; 1 year for SVP.
6
HEREIN SHALL PRECLUDE THE COMPANY AND ITS AFFILIATES OR EXECUTIVE FROM GIVING
TRUTHFUL TESTIMONY UNDER OATH IN RESPONSE TO A SUBPOENA OR OTHER LAWFUL PROCESS
OR TRUTHFUL ANSWERS IN RESPONSE TO QUESTIONS FROM A GOVERNMENT INVESTIGATION;
PROVIDED, FURTHER, HOWEVER, THAT NOTHING HEREIN SHALL PROHIBIT THE COMPANY AND
ITS AFFILIATES FROM DISCLOSING THE FACT OF ANY TERMINATION OF EXECUTIVE'S
EMPLOYMENT OR THE CIRCUMSTANCES FOR SUCH A TERMINATION. FOR PURPOSES OF THIS
SECTION 4.1(B), THE TERM "COMPETITOR" MEANS ANY ENTERPRISE OR BUSINESS THAT IS
ENGAGED IN, OR HAS PLANS TO ENGAGE IN, AT ANY TIME DURING THE RESTRICTED PERIOD,
ANY ACTIVITY THAT COMPETES WITH THE BUSINESSES CONDUCTED DURING OR AT THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT, OR THEN PROPOSED TO BE CONDUCTED, BY THE
COMPANY AND ITS AFFILIATES IN A MANNER THAT IS OR WOULD BE MATERIAL IN RELATION
TO THE BUSINESSES OF THE COMPANY OR THE PROSPECTS FOR THE BUSINESSES OF THE
COMPANY (IN EACH CASE, WITHIN 100 MILES OF ANY GEOGRAPHICAL AREA WHERE THE
COMPANY OR ITS AFFILIATES MANUFACTURES, PRODUCES, SELLS, LEASES, RENTS, LICENSES
OR OTHERWISE PROVIDES ITS PRODUCTS OR SERVICES). DURING THE RESTRICTED PERIOD,
EXECUTIVE, WITHOUT PRIOR EXPRESS WRITTEN APPROVAL BY THE BOARD, SHALL NOT (A)
ENGAGE IN, OR DIRECTLY OR INDIRECTLY (WHETHER FOR COMPENSATION OR OTHERWISE)
MANAGE, OPERATE, OR CONTROL, OR JOIN OR PARTICIPATE IN THE MANAGEMENT, OPERATION
OR CONTROL OF A COMPETITOR, IN ANY CAPACITY (WHETHER AS AN EMPLOYEE, OFFICER,
DIRECTOR, PARTNER, CONSULTANT, AGENT, ADVISOR, OR OTHERWISE) OR (B) DEVELOP,
EXPAND OR PROMOTE, OR ASSIST IN THE DEVELOPMENT, EXPANSION OR PROMOTION OF, ANY
DIVISION OF AN ENTERPRISE OR THE BUSINESS INTENDED TO BECOME A COMPETITOR AT ANY
TIME AFTER THE END OF THE RESTRICTED PERIOD OR (C) OWN OR HOLD A PROPRIETARY
INTEREST IN, OR DIRECTLY FURNISH ANY CAPITAL TO, ANY COMPETITOR OF THE COMPANY.
EXECUTIVE ACKNOWLEDGES THAT THE COMPANY'S AND ITS AFFILIATES BUSINESSES ARE
CONDUCTED NATIONALLY AND INTERNATIONALLY AND AGREES THAT THE PROVISIONS IN THE
FOREGOING SENTENCE SHALL OPERATE THROUGHOUT THE UNITED STATES AND THE WORLD
(SUBJECT TO THE DEFINITION OF "COMPETITOR").
(C)
DURING THE RESTRICTED PERIOD, EXECUTIVE, WITHOUT EXPRESS PRIOR
WRITTEN APPROVAL FROM THE BOARD, SHALL NOT SOLICIT ANY OF THE THEN CURRENT
CLIENTS OF THE COMPANY OR ANY OF ITS AFFILIATES OR POTENTIAL CLIENTS OF THE
COMPANY OR ANY OF ITS AFFILIATES WITH WHOM EXECUTIVE HAS HAD DEALINGS