INSTANCE OF EXECUTIVE OR THE COMPANY, AND REGARDLESS OF THE
REASONS THEREFORE, EXECUTIVE SHALL DELIVER TO THE COMPANY (AT THE COMPANY'S
EXPENSE), ANY AND ALL NOTES, FILES, MEMORANDA, PAPERS AND, IN GENERAL, ANY AND
ALL PHYSICAL (INCLUDING ELECTRONIC) MATTER CONTAINING CONFIDENTIAL INFORMATION
(OTHER THAN AS HE PROPERLY IS RETAINING IN CONNECTION WITH AN ACTION OR OTHER
PROCEEDING AS NOTED IN CLAUSE (II) OR (III) OF SECTION 5) WHICH ARE IN
EXECUTIVE'S POSSESSION, EXCEPT AS OTHERWISE CONSENTED IN WRITING BY THE COMPANY
AT THE TIME OF SUCH TERMINATION.
THE FOREGOING SHALL NOT PREVENT EXECUTIVE FROM
RETAINING COPIES OF PERSONAL DIARIES, PERSONAL NOTES, PERSONAL ADDRESS BOOKS,
PERSONAL CALENDARS, AND ANY OTHER PERSONAL INFORMATION (INCLUDING, WITHOUT
LIMITATION, INFORMATION RELATING TO EXECUTIVE'S COMPENSATION), BUT ONLY TO THE
EXTENT SUCH COPIES DO NOT CONTAIN ANY CONFIDENTIAL INFORMATION OTHER THAN THAT
WHICH RELATES DIRECTLY TO EXECUTIVE, INCLUDING HIS COMPENSATION.
7.
NONCOMPETITION AND NONINTERFERENCE.
(A)
GENERAL.
SUBJECT TO SECTION 7(C), IN CONSIDERATION FOR THE
COMPENSATION PAYABLE TO EXECUTIVE UNDER THIS AGREEMENT, EXECUTIVE AGREES THAT
EXECUTIVE SHALL NOT, DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OTHER THAN
IN CARRYING OUT HIS DUTIES HEREUNDER AND FOR A PERIOD OF ONE (1) YEAR AFTER ANY
TERMINATION OF EMPLOYMENT (I) RENDER SERVICES TO A COMPETITOR, REGARDLESS OF THE
NATURE THEREOF, (II) ENGAGE IN ANY ACTIVITY WHICH IS IN DIRECT CONFLICT WITH OR
MATERIALLY ADVERSE TO THE INTERESTS OF THE COMPANY OR ANY SUBSIDIARY,
(III) DIRECTLY OR INDIRECTLY RECRUIT, SOLICIT OR INDUCE, ANY EMPLOYEE,
CONSULTANT OR INDEPENDENT CONTRACTOR OF THE COMPANY OR ANY SUBSIDIARY, TO
TERMINATE, ALTER OR MODIFY SUCH PERSON'S EMPLOYMENT OR OTHER RELATIONSHIP WITH
THE COMPANY OR ANY SUBSIDIARY, NOR (IV)
8
DIRECTLY OR INDIRECTLY SOLICIT ANY THEN CURRENT CUSTOMER OR BUSINESS PARTNER OF
THE COMPANY OR ANY SUBSIDIARY TO TERMINATE, ALTER OR MODIFY ITS RELATIONSHIP
WITH THE COMPANY OR THE SUBSIDIARY OR TO INTERFERE WITH THE COMPANY'S OR ANY
SUBSIDIARY'S RELATIONSHIPS WITH ANY OF ITS CUSTOMERS OR BUSINESS PARTNERS ON
BEHALF OF ANY ENTERPRISE THAT IS A COMPETITOR WITH THE COMPANY OR A SUBSIDIARY.
(B)
DEFINITION.
FOR PURPOSES OF THIS AGREEMENT, "COMPETITOR" SHALL
MEAN ANY BUSINESS OR ENTERPRISE IN THE THEME PARK BUSINESS.
NOTWITHSTANDING THE
FOREGOING, EXECUTIVE'S PROVISION OF SERVICES TO AN AFFILIATE OR UNIT OF A
COMPETITOR THAT IS NOT DIRECTLY ENGAGED IN THE THEME PARK BUSINESS, OR SERVICE
IN AN EXECUTIVE CORPORATE CAPACITY OF AN ENTITY THAT HAS A THEME PARK DIVISION,
SUCH AS THE WALT DISNEY COMPANY OR GENERAL ELECTRIC, SHALL NOT BE A VIOLATION OF
THE RESTRICTIONS OF THIS SECTION 7.
NOTHING CONTAINED HEREIN SHALL PREVENT
EXECUTIVE FROM ACQUIRING, SOLELY AS AN INVESTMENT, ANY PUBLICLY-TRADED
SECURITIES OF ANY PERSON SO LONG AS HE REMAINS A PASSIVE INVESTOR IN SUCH PERSON
AND DOES NOT OWN MORE THAN ONE PERCENT (1%) OF THE OUTSTANDING SECURITIES
THEREOF.
(C)
EXPIRATION OF TERM.
IF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
CEASES FOLLOWING EXPIRATION OF THE TERM, THE PROVISIONS OF SECTION 7(A) SHALL
REMAIN IN EFFECT; PROVIDED THAT CLAUSES (I) AND (II) OF SECTION 7(A) SHALL APPLY
FOR A PERIOD OF SIX