KNOWLEDGE OR DATA SHALL NOT BE
OR BECOME PUBLIC KNOWLEDGE (OTHER THAN BY ACTS BY THE EXECUTIVE OR
REPRESENTATIVES OF THE EXECUTIVE IN VIOLATION OF THIS AGREEMENT).
AFTER
TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE SHALL
NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR AS MAY OTHERWISE BE
REQUIRED BY LAW OR LEGAL PROCESS, COMMUNICATE OR DIVULGE ANY SUCH INFORMATION,
KNOWLEDGE OR DATA TO ANYONE OTHER THAN THE COMPANY AND THOSE PERSONS DESIGNATED
BY THE COMPANY.
IN NO EVENT SHALL AN ASSERTED VIOLATION OF THE PROVISIONS OF
THIS SECTION 9 CONSTITUTE A BASIS FOR DEFERRING OR WITHHOLDING ANY AMOUNTS
OTHERWISE PAYABLE TO THE EXECUTIVE UNDER THIS AGREEMENT.
(B)
COVENANTS FOLLOWING TERMINATION OF EMPLOYMENT.
FOR A PERIOD OF
ONE (1) YEAR FOLLOWING THE TERMINATION OF THE EXECUTIVE'S EMPLOYMENT DURING THE
EMPLOYMENT PERIOD, THE EXECUTIVE WILL NOT:
14
(1)
ENTER INTO OR ENGAGE IN ANY BUSINESS THAT COMPETES WITH THE
COMPANY'S BUSINESS WITHIN THE RESTRICTED TERRITORY (AS DEFINED IN SECTION 9(C));
(2)
SOLICIT CUSTOMERS WITH WHOM THE EXECUTIVE HAD ANY CONTACT OR FOR
WHICH THE EXECUTIVE HAD ANY RESPONSIBILITY (EITHER DIRECT OR SUPERVISORY) AT THE
DATE OF TERMINATION OR AT ANY TIME DURING THE ONE (1) YEAR PRIOR TO SUCH DATE OF
TERMINATION, WHETHER WITHIN OR OUTSIDE OF THE RESTRICTED TERRITORY, OR SOLICIT
BUSINESS, PATRONAGE OR ORDERS FOR, OR SELL, ANY PRODUCTS AND SERVICES IN
COMPETITION WITH, OR FOR ANY BUSINESS THAT COMPETES WITH THE COMPANY'S BUSINESS
WITHIN THE RESTRICTED TERRITORY;
(3)
DIVERT, ENTICE OR OTHERWISE TAKE AWAY ANY
CUSTOMERS, BUSINESS, PATRONAGE OR ORDERS OF THE COMPANY WITHIN THE RESTRICTED
TERRITORY, OR ATTEMPT TO DO SO;
(4)
PROMOTE OR ASSIST, FINANCIALLY OR OTHERWISE, ANY PERSON, FIRM,
ASSOCIATION, PARTNERSHIP, CORPORATION OR OTHER ENTITY ENGAGED IN ANY BUSINESS
THAT COMPETES WITH THE COMPANY'S BUSINESS WITHIN THE RESTRICTED TERRITORY; OR
(5)
SOLICIT OR INDUCE OR ATTEMPT TO SOLICIT OR INDUCE ANY EMPLOYEE(S),
SALES REPRESENTATIVE(S), AGENT(S) OR CONSULTANT(S) OF THE COMPANY AND/OR ITS
AFFILIATED COMPANIES TO TERMINATE THEIR EMPLOYMENT, REPRESENTATION OR OTHER
ASSOCIATION WITH THE COMPANY AND/OR ITS AFFILIATED COMPANIES, PROVIDED THAT THE
FOREGOING SHALL NOT APPLY TO GENERAL ADVERTISING NOT SPECIFICALLY TARGETED AT
EMPLOYEES, SALES REPRESENTATIVES, AGENTS OR CONSULTANTS OF THE COMPANY AND/OR
ITS AFFILIATED COMPANIES.
NOTWITHSTANDING THE FOREGOING, IT SHALL NOT BE A VIOLATION OF THIS SECTION 9(B)
FOR THE EXECUTIVE TO JOIN A DIVISION OR BUSINESS LINE OF A COMMERCIAL ENTERPRISE
WITH MULTIPLE DIVISIONS OR BUSINESS LINES IF SUCH DIVISION OR BUSINESS LINE IS
NOT COMPETITIVE WITH THE COMPANY'S BUSINESS, PROVIDED THAT THE EXECUTIVE
PERFORMS SERVICES SOLELY FOR SUCH NON-COMPETITIVE DIVISION OR BUSINESS LINE, AND
PERFORMS NO FUNCTIONS ON BEHALF OF (AND HAS NO INVOLVEMENT WITH OR DIRECT OR
INDIRECT RESPONSIBILITIES WITH RESPECT TO) BUSINESSES COMPETITIVE WITH THE
COMPANY'S BUSINESS.
NOTHING IN THIS SECTION 9(B) SHALL PROHIBIT THE EXECUTIVE
FROM BEING A PASSIVE OWNER OF NOT MORE THAN 4.9% OF THE OUTSTANDING EQUITY
INTEREST IN ANY ENTITY WHICH IS PUBLICLY TRADED, SO LONG AS THE EXECUTIVE HAS NO
ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
(C)