ANY AFFILIATE. FOR PURPOSES OF THIS AGREEMENT, "COMPETITOR" SHALL MEAN ANY
BUSINESS OR ENTERPRISE WHICH OPERATES THEME PARKS OR ENGAGES IN THE MEDIA OR
ENTERTAINMENT BUSINESS OR IN ANY OTHER BUSINESS THAT IS COMPETITIVE WITH THE
BUSINESS OF THE COMPANY. NOTWITHSTANDING THE FOREGOING, EXECUTIVE'S PROVIDING
SERVICES TO AN AFFILIATE OF A COMPETITOR THAT ARE NOT COMPETITIVE WITH THE
BUSINESS ACTIVITIES OF THE COMPANY 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 1% OF THE OUTSTANDING SECURITIES THEREOF.
8.
NONINTERFERENCE. DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
AND FOR A PERIOD OF ONE (1) YEAR FOLLOWING ANY TERMINATION OF EMPLOYMENT,
EXECUTIVE AGREES NOT TO DIRECTLY OR INDIRECTLY RECRUIT, SOLICIT OR INDUCE, ANY
EMPLOYEES, CONSULTANTS OR INDEPENDENT CONTRACTORS OF THE COMPANY, ANY ENTITY IN
WHICH THE COMPANY HAS MADE A SIGNIFICANT INVESTMENT, OR ANY ENTITY TO WHICH
EXECUTIVE RENDERS SERVICES PURSUANT TO THE TERMS OF THIS AGREEMENT (EACH, A
"RESTRICTED ENTITY") TO TERMINATE, ALTER OR MODIFY THEIR EMPLOYMENT OR OTHER
RELATIONSHIP WITH THE COMPANY OR ANY RESTRICTED ENTITY. DURING EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND FOR A PERIOD OF ONE (1) YEAR FOLLOWING ANY
TERMINATION THEREOF, EXECUTIVE AGREES NOT TO DIRECTLY OR INDIRECTLY SOLICIT ANY
THEN CURRENT CUSTOMER OR BUSINESS PARTNER OF THE COMPANY OR ANY RESTRICTED
ENTITY TO TERMINATE, ALTER OR MODIFY ITS RELATIONSHIP WITH THE COMPANY OR THE
RESTRICTED ENTITY OR TO INTERFERE WITH THE COMPANY'S OR ANY RESTRICTED ENTITY'S
RELATIONSHIPS WITH ANY OF ITS CUSTOMERS OR BUSINESS PARTNERS ON BEHALF OF ANY
ENTERPRISE THAT DIRECTLY OR INDIRECTLY COMPETES WITH THE COMPANY OR THE
RESTRICTED ENTITY.
7
9.
ENFORCEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT:
(I) THE
PURPOSE OF THE COVENANTS SET FORTH IN SECTIONS 5 THROUGH 8 ABOVE IS TO PROTECT
THE GOODWILL, TRADE SECRETS AND OTHER CONFIDENTIAL INFORMATION OF THE COMPANY;
(II) BECAUSE OF THE NATURE OF THE BUSINESS IN WHICH THE COMPANY IS ENGAGED AND
BECAUSE OF THE NATURE OF THE CONFIDENTIAL INFORMATION TO WHICH EXECUTIVE HAS
ACCESS, IT WOULD BE IMPRACTICAL AND EXCESSIVELY DIFFICULT TO DETERMINE THE
ACTUAL DAMAGES OF THE COMPANY IN THE EVENT EXECUTIVE BREACHED ANY SUCH
COVENANTS; AND (III) REMEDIES AT LAW (SUCH AS MONETARY DAMAGES) FOR ANY BREACH
OF EXECUTIVE'S OBLIGATIONS UNDER SECTIONS 5 THROUGH 8 WOULD BE INADEQUATE.
EXECUTIVE THEREFORE AGREES AND CONSENTS THAT IF EXECUTIVE COMMITS ANY BREACH OF
A COVENANT UNDER SECTIONS 5 THROUGH 8, THE COMPANY SHALL HAVE THE RIGHT (IN
ADDITION TO, AND NOT IN LIEU OF, ANY OTHER RIGHT OR REMEDY THAT MAY BE AVAILABLE
TO IT) TO TEMPORARY AND PERMANENT INJUNCTIVE RELIEF FROM A COURT OF COMPETENT
JURISDICTION, WITHOUT POSTING ANY BOND OR OTHER SECURITY AND WITHOUT THE
NECESSITY OF PROOF OF ACTUAL DAMAGE. IF ANY PORTION OF SECTIONS 5 THROUGH 8 IS
HEREAFTER DETERMINED TO BE INVALID OR UNENFORCEABLE IN ANY RESPECT, SUCH
DETERMINATION SHALL NOT