DATE.
IV.
THE TERM "SAME OR SIMILAR BUSINESS" MEANS AS A FULL-LINE GOLF
SPECIALTY RETAILER, INCLUDING WITHOUT LIMITATION PGA TOUR SUPERSTORES, DICK'S
SPORTING GOODS, GOLF TOWN, EDWIN WATTS, OR ANY OTHER RETAIL BUSINESS THAT
DERIVES MORE THAN 20% OF ITS REVENUES FROM THE SALE OF GOLF RELATED EQUIPMENT OR
SERVICES.
V.
THE TERM "SOLICIT" MEANS DIRECTLY OR INDIRECTLY SOLICITING,
INDUCING, ATTEMPTING TO INDUCE, OR ASSISTING ANY PERSON IN ANY SUCH
SOLICITATION, INDUCEMENT OR ATTEMPTED INDUCEMENT, IN ALL CASES REGARDLESS OF
WHETHER THE INITIAL CONTACT WAS BY THE EXECUTIVE, THE COMPANY VENDOR, OR ANY
OTHER PERSON.
(E)
ACKNOWLEDGEMENT.
EXECUTIVE ACKNOWLEDGES THAT THE COMPENSATION,
SPECIALIZED TRAINING, AND CONFIDENTIAL INFORMATION PROVIDED TO EXECUTIVE
PURSUANT TO THIS AGREEMENT GIVES RISE TO THE COMPANY'S INTEREST IN RESTRAINING
EXECUTIVE FROM COMPETING WITH THE COMPANY, THAT THE FOREGOING RESTRICTIVE
COVENANTS ARE DESIGNED TO ENFORCE SUCH CONSIDERATION AND THAT ANY LIMITATIONS AS
TO TIME,
4
GEOGRAPHIC SCOPE AND SCOPE OF ACTIVITY TO BE RESTRAINED AS DEFINED HEREIN ARE
REASONABLE AND DO NOT IMPOSE A GREATER RESTRAINT THAN IS NECESSARY TO PROTECT
THE GOODWILL OR OTHER BUSINESS INTEREST OF THE COMPANY.
4.
NON-DISPARAGEMENT.
(A)
MEDIA NONDISCLOSURE.
DURING AND AFTER THE EMPLOYMENT PERIOD,
EXCEPT AS MAY BE AUTHORIZED IN WRITING BY COMPANY, EXECUTIVE SHALL NOT DIRECTLY
OR INDIRECTLY DISCLOSE OR RELEASE TO THE MEDIA (AS DEFINED BELOW) ANY
INFORMATION CONCERNING OR RELATING TO ANY ASPECT OF THE EXECUTIVE'S EMPLOYMENT
OR TERMINATION FROM EMPLOYMENT WITH COMPANY, ANY NON-PUBLIC INFORMATION RELATED
TO THE BUSINESS OF COMPANY, AND/OR ANY ASPECT OF ANY DISPUTE THAT IS DIRECTLY OR
INDIRECTLY THE SUBJECT OF OR RELATED TO THIS AGREEMENT.
THE TERM "MEDIA" MEANS
ANY NEWS ORGANIZATION, STATION, PUBLICATION, SHOW, WEBSITE, WEB LOG (BLOG),
BULLETIN BOARD, CHAT ROOM AND/OR PROGRAM (PAST, PRESENT AND/OR FUTURE), WHETHER
PUBLISHED THROUGH THE MEANS OF PRINT, RADIO, TELEVISION, TEXT MESSAGE, TWITTER
(OR SIMILAR SERVICES), FACEBOOK (OR SIMILAR SERVICES), THE INTERNET, OR
OTHERWISE, AND ANY MEMBER, REPRESENTATIVE, AGENT AND/OR EMPLOYEE OF THE SAME.
(B)
NON-DISPARAGEMENT.
DURING AND AFTER THE EMPLOYMENT PERIOD, THE
EXECUTIVE SHALL NOT MAKE ANY STATEMENTS, COMMENTS OR COMMUNICATIONS IN ANY FORM,
ORAL, WRITTEN OR ELECTRONIC TO ANY MEDIA OR ANY CUSTOMER, WHICH WOULD CONSTITUTE
LIBEL, SLANDER OR DISPARAGEMENT OF THE COMPANY; PROVIDED, HOWEVER, THAT THE
TERMS OF THIS SECTION SHALL NOT APPLY TO COMMUNICATIONS BETWEEN THE EXECUTIVE
AND, AS APPLICABLE, THE EXECUTIVE'S ATTORNEYS OR OTHER PERSONS WITH WHOM
COMMUNICATIONS WOULD BE SUBJECT TO A VALID CLAIM OF PRIVILEGE EXISTING UNDER
COMMON LAW, STATUTE OR RULE OF PROCEDURE.
THE EXECUTIVE FURTHER AGREES THAT THE
EXECUTIVE WILL NOT IN ANY WAY SOLICIT ANY SUCH STATEMENTS, COMMENTS OR
COMMUNICATIONS FROM OTHERS.
5.
GENERAL PROVISIONS.
(A)
DEFINITIONS.
THE FOLLOWING DEFINITIONS ARE FOR THE PURPOSES OF
THIS AGREEMENT, BUT ARE NOT THE ONLY TERMS DEFINED FOR THE PURPOSES OF THIS
AGREEMENT.
I.
THE TERM "AFFILIATE(S)" MEANS (I) ANY PERSON, WHETHER DE JURE OR
DE FACTO, THAT DIRECTLY OR INDIRECTLY OWNS, IS OWNED BY, OR IS UNDER COMMON
OWNERSHIP WITH, THE COMPANY TO THE EXTENT OF AT LEAST 50% OF THE EQUITY HAVING
THE POWER