agrees that he shall not
directly interfere with or attempt to interfere with the relationship between
the Company Group and any person who is, or was during the then most recent six
(6)-month period, an officer or employee of the Company Group or solicit,
induce, hire or attempt to solicit, induce or hire any of them to leave the
employ of any member of the Company Group or violate the terms of their
respective contracts, or any employment arrangements, with such entities.
13.
Non-Competition
(A)
DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE
SHALL NOT ENGAGE (INCLUDING, WITHOUT LIMITATION, AS AN OFFICER, DIRECTOR,
SHAREHOLDER, OWNER, PARTNER, JOINT VENTURER, MEMBER OR IN A MANAGERIAL CAPACITY,
OR AS AN EMPLOYEE, INDEPENDENT CONTRACTOR, CONSULTANT, ADVISOR OR SALES
REPRESENTATIVE) IN ANY COMPETITIVE BUSINESS (AS
22
HEREINAFTER DEFINED). FOR PURPOSES OF DETERMINING WHETHER THE EXECUTIVE IS
PERMITTED TO BE A SHAREHOLDER OF A CORPORATION ENGAGED IN A COMPETITIVE
BUSINESS, THE EXECUTIVE'S OWNERSHIP OF LESS THAN 5% OF THE ISSUED AND
OUTSTANDING SECURITIES OF A COMPANY WHOSE SECURITIES ARE PUBLICLY-TRADED IN ANY
U.S. OR NON-U.S. SECURITIES EXCHANGES OR QUOTATION SYSTEM SHALL BE PERMITTED.
(B)
AS USED HEREIN, THE TERM "COMPETITIVE
BUSINESS" SHALL MEAN ANY BUSINESS ENGAGED IN PUBLISHING, DISTRIBUTING,
PROGRAMMING, DESIGNING AND MARKETING VIDEO GAMES AND ENTERTAINMENT SOFTWARE FOR
PERSONAL COMPUTERS.
(C)
AS USED HEREIN, THE TERM "TERRITORY" SHALL
MEAN:
(I)
THE FOLLOWING COUNTIES IN THE STATE OF
CALIFORNIA: ALAMEDA, ALPINE, AMADOR, BUTTE, CALAVERAS, COLUSA, CONTRA COSTA, DEL
NORTE, EL DORADO, FRESNO, GLENN, HUMBOLDT, IMPERIAL, INYO, KERN, KINGS, LAKE,
LASSEN, LOS ANGELES, MADERA, MARIN, MARIPOSA, MENDOCINO, MERCED, MODOC, MONO,
MONTEREY, NAPA, NEVADA, ORANGE, PLACER, PLUMAS, RIVERSIDE, SACRAMENTO, SAN
BENITO, SAN BERNARDINO, SAN DIEGO, SAN FRANCISCO, SAN JOAQUIN, SAN LUIS OBISPO,
SAN MATEO, SANTA BARBARA, SANTA CRUZ, SHASTA, SIERRA, SISKIYOU, SOLANO, SONOMA,
STANISLAUS, SUTTER, TEHAMA, TRINITY, TULARE, TUOLUMNE, VENTURA, YOLO, AND YUBA;
(II)
EACH AND EVERY COUNTY OR OTHER POLITICAL
OR GEOGRAPHICAL SUBDIVISION IN THE BALANCE OF THE UNITED STATES OF AMERICA AND
THE DEPENDENT TERRITORIES OF THE UNITED STATES OF AMERICA; AND
(III)
EACH AND EVERY COUNTY OR OTHER POLITICAL OR
GEOGRAPHICAL SUBDIVISION IN THE WORLD.
14.
Confidential Information
(A)
THE EXECUTIVE HAS EXECUTED OR, IF NOT
PREVIOUSLY EXECUTED, AGREES TO EXECUTE AND BE BOUND BY THE TERMS AND CONDITIONS
OF THE COMPANY'S EMPLOYEE PROPRIETARY INFORMATION AGREEMENT ("PROPRIETARY
INFORMATION AGREEMENT"), ATTACHED HERETO AS EXHIBIT B.
(B)
DURING THE RESTRICTED PERIOD, THE EXECUTIVE
SHALL NOT USE THE CONFIDENTIAL, TRADE SECRET INFORMATION OF THE COMPANY GROUP OR
ANY OTHER UNLAWFUL MEANS TO DIRECTLY OR INDIRECTLY SOLICIT, INDUCE OR ENTICE ANY
EMPLOYEE, CLIENT, CUSTOMER, CONTRACTOR, LICENSOR, AGENT, PARTNER OR OTHER
BUSINESS RELATIONSHIP OF THE COMPANY GROUP TO TERMINATE, DISCONTINUE,
RENEGOTIATE OR OTHERWISE CEASE OR MODIFY ITS RELATIONSHIP WITH THE COMPANY
GROUP.
15.
Unenforceability
If any of the rights or restrictions contained or provided for in this Agreement
shall be deemed by a court of competent jurisdiction to be unenforceable by
reason of the extent, duration or geographical scope, the parties hereto
contemplate that the court shall reduce such extent, duration,