INDIRECTLY, INDIVIDUALLY OR AS A CONSULTANT TO, OR AS AN EMPLOYEE, OFFICER,
STOCKHOLDER, DIRECTOR OR OTHER OWNER OR PARTICIPANT IN ANY BUSINESS, INFLUENCE
OR ATTEMPT TO INFLUENCE CUSTOMERS, VENDORS, SUPPLIERS, JOINT VENTURERS,
ASSOCIATES, CONSULTANTS, AGENTS, OR PARTNERS OF ANY ENTITY WITHIN THE COMPANY
GROUP, EITHER DIRECTLY OR INDIRECTLY, TO DIVERT THEIR BUSINESS AWAY FROM THE
COMPANY GROUP, TO ANY INDIVIDUAL, PARTNERSHIP, FIRM, CORPORATION OR OTHER ENTITY
THEN IN COMPETITION WITH THE BUSINESS OF ANY ENTITY WITHIN THE COMPANY GROUP,
AND HE WILL NOT OTHERWISE MATERIALLY INTERFERE WITH ANY BUSINESS RELATIONSHIP OF
ANY ENTITY WITHIN THE COMPANY GROUP.
FOR PURPOSES OF THIS AGREEMENT, "COMPANY
GROUP" MEANS CORPORATION AND ITS SUBSIDIARIES.
(II)
OFFICER PROMISES AND AGREES THAT DURING THE EMPLOYMENT PERIOD AND
FOR A PERIOD OF ONE (1) YEAR THEREAFTER, OFFICER WILL NOT, DIRECTLY OR
INDIRECTLY, INDIVIDUALLY OR AS A CONSULTANT TO, OR AS AN EMPLOYEE, OFFICER,
STOCKHOLDER, DIRECTOR OR OTHER OWNER OF OR PARTICIPANT IN ANY BUSINESS, SOLICIT
(OR ASSIST IN SOLICITING) ANY PERSON WHO IS THEN, OR AT ANY TIME WITHIN SIX
(6) MONTHS PRIOR THERETO WAS, AN EMPLOYEE OF AN ENTITY WITHIN THE COMPANY GROUP
WHO EARNED ANNUALLY $25,000 OR MORE AS AN EMPLOYEE OF SUCH ENTITY DURING THE
LAST SIX (6) MONTHS OF HIS OR HER OWN EMPLOYMENT TO WORK FOR (AS AN EMPLOYEE,
CONSULTANT OR OTHERWISE) ANY BUSINESS, INDIVIDUAL, PARTNERSHIP, FIRM,
CORPORATION, OR OTHER ENTITY WHETHER OR NOT ENGAGED IN COMPETITIVE BUSINESS WITH
ANY ENTITY IN THE COMPANY GROUP.
6.
MISCELLANEOUS.
(A)
PAYMENT OBLIGATIONS.
CORPORATION'S OBLIGATION TO PAY OFFICER THE
COMPENSATION AND TO MAKE THE ARRANGEMENTS PROVIDED HEREIN SHALL BE
UNCONDITIONAL, AND OFFICER SHALL HAVE NO OBLIGATION WHATSOEVER TO MITIGATE
DAMAGES HEREUNDER.
(B)
BUSINESS CLUBS.
OFFICER MAY DESIGNATE UP TO TWO DINING CLUBS,
COUNTRY CLUBS, ATHLETIC CLUBS, OR SIMILAR ORGANIZATIONS IN WHICH OFFICER HAS
MEMBERSHIP INTERESTS (IN ADDITION TO HIS MEMBERSHIP IN VIRGINIA COUNTRY CLUB IN
LONG BEACH, CALIFORNIA), AND FOR THE EMPLOYMENT PERIOD, CORPORATION SHALL
REIMBURSE OFFICER FOR THE MONTHLY DUES AND FOR ALL CHARGES FOR USE OF SUCH CLUBS
OR ORGANIZATIONS FOR BUSINESS PURPOSES ON BEHALF OF CORPORATION.
THE "AGREEMENT
CONCERNING CLUB MEMBERSHIP" BY AND BETWEEN OFFICER AND CORPORATION
18
EFFECTIVE AS OF JULY 22, 2004 (THE "VCC AGREEMENT") CONTINUES IN EFFECT IN
ACCORDANCE WITH ITS TERMS.
(C)
WAIVER.
THE WAIVER OF THE BREACH OF ANY PROVISION OF THIS
AGREEMENT SHALL NOT OPERATE OR BE CONSTRUED AS A WAIVER OF ANY SUBSEQUENT BREACH
OF THE SAME OR OTHER PROVISION HEREOF.
ANY WAIVER TO BE EFFECTIVE MUST BE IN
WRITING, SPECIFICALLY REFERRING TO THE PROVISION BEING WAIVED AND SIGNED BY THE
PARTY AGAINST WHOM THE WAIVER IS BEING ENFORCED.
(D)
ENTIRE AGREEMENT; MODIFICATIONS.
EXCEPT AS OTHERWISE PROVIDED
HEREIN, THIS AGREEMENT, TOGETHER WITH THE NON-INTEGRATED AGREEMENTS, REPRESENTS
THE ENTIRE UNDERSTANDING AMONG THE PARTIES WITH RESPECT TO THE SUBJECT MATTER
HEREOF, AND THIS AGREEMENT AND THE NON-INTEGRATED AGREEMENTS SUPERSEDE ANY AND
ALL PRIOR UNDERSTANDINGS, AGREEMENTS, PLANS AND NEGOTIATIONS, WHETHER WRITTEN OR
ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING WITHOUT LIMITATION,
ANY UNDERSTANDINGS, AGREEMENTS OR OBLIGATIONS