IN ANY EVENT INCLUDE A DIRECT OR INDIRECT PUBLIC OFFERING OF SECURITIES OF THE
CORPORATION, ITS PARENT OR OTHER AFFILIATES.
10.
NON-COMPETITION.
MASKAL AGREES THAT DURING
(I) THE TERM; (II) THE ONE (1) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF
TERMINATION OF THIS AGREEMENT BY MASKAL PURSUANT TO PARAGRAPH 7(C) (VOLUNTARY
TERMINATION); AND (III) THE ONE (1) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF
TERMINATION BY THE CORPORATION PURSUANT TO PARAGRAPH 8 (TERMINATION FOR CAUSE),
SHE SHALL NOT, DIRECTLY OR INDIRECTLY, BE EMPLOYED OR OTHERWISE ENGAGED TO
PROVIDE SERVICES TO ANY FOOD MANUFACTURER OPERATING IN THE UNITED STATES OF
AMERICA WHICH IS DIRECTLY COMPETITIVE WITH ANY SIGNIFICANT ACTIVITIES CONDUCTED
BY THE CORPORATION OR ITS SUBSIDIARIES OR OTHER AFFILIATES WHOSE PRINCIPAL
BUSINESS OPERATIONS ARE IN THE UNITED STATES OF AMERICA.
MASKAL AGREES THAT HER
ENTITLEMENT TO THE BENEFITS SET FORTH IN SECTION 7(A) ABOVE IS CONTINGENT UPON
HER COMPLIANCE WITH THE REQUIREMENTS OF THIS PARAGRAPH.
11.
CONFIDENTIALITY OF INFORMATION. MASKAL
RECOGNIZES AND ACKNOWLEDGES THAT DURING HER EMPLOYMENT BY THE CORPORATION, SHE
WILL ACQUIRE CERTAIN PROPRIETARY AND CONFIDENTIAL INFORMATION RELATING TO THE
BUSINESS OF THE CORPORATION AND ITS SUBSIDIARIES OR OTHER AFFILIATES (THE
"INFORMATION"). MASKAL AGREES THAT DURING THE TERM OF HER EMPLOYMENT UNDER THIS
AGREEMENT AND THEREAFTER, FOR ANY REASON WHATSOEVER, SHE SHALL NOT, DIRECTLY OR
INDIRECTLY, EXCEPT IN THE PROPER COURSE OF EXERCISING HER DUTIES UNDER THIS
AGREEMENT, USE FOR HER OR ANOTHER THIRD PARTY'S BENEFIT, DISCLOSE, FURNISH, OR
MAKE AVAILABLE TO ANY PERSON, ASSOCIATION OR ENTITY, THE INFORMATION. IN THE
EVENT OF A BREACH OR THREATENED BREACH BY MASKAL OF THE PROVISIONS OF THIS
PARAGRAPH, THE CORPORATION SHALL BE ENTITLED TO AN INJUNCTION RESTRAINING HER
FROM VIOLATING THE PROVISIONS OF THIS PARAGRAPH. NOTWITHSTANDING THE FOREGOING,
NOTHING CONTAINED HEREIN SHALL BE CONSTRUED AS
7
PROHIBITING THE CORPORATION FROM PURSUING ANY OTHER REMEDIES AVAILABLE TO IT FOR
SUCH BREACH OR THREATENED BREACH. FOR PURPOSES OF THIS PARAGRAPH, "INFORMATION"
INCLUDES ANY AND ALL VERBAL OR WRITTEN MATERIALS, DOCUMENTS, INFORMATION,
PRODUCTS, RECIPES, FORMULAS, PROCESSES, TECHNOLOGIES, PROGRAMS, TRADE SECRETS,
CUSTOMER LISTS OR OTHER DATA RELATING TO THE BUSINESS, AND OPERATIONS OF THE
CORPORATION AND/OR ITS SUBSIDIARIES OR OTHER AFFILIATES.
12.
SUPERSEDING AGREEMENT. THIS AGREEMENT
CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND CONTAINS ALL THE
AGREEMENTS BETWEEN THEM WITH RESPECT TO THE SUBJECT MATTER HEREOF. IT ALSO
SUPERSEDES ANY AND ALL OTHER AGREEMENTS OR CONTRACTS, EITHER ORAL OR WRITTEN,
BETWEEN THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF.
13.
AGREEMENT AMENDMENTS.
EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED, THE TERMS AND CONDITIONS OF THIS AGREEMENT MAY BE AMENDED
AT ANY TIME BY MUTUAL AGREEMENT OF THE PARTIES, PROVIDED THAT BEFORE ANY
AMENDMENT SHALL BE VALID OR EFFECTIVE, IT SHALL HAVE BEEN REDUCED TO WRITING,
APPROVED BY THE BOARD OF DIRECTORS OR THE COMPENSATION COMMITTEE OF THE BOARD OF
DIRECTORS, AND SIGNED BY THE CHAIRPERSON OF THE BOARD OF DIRECTORS, THE CHAIRMAN
OF THE COMPENSATION COMMITTEE OR THE CHIEF EXECUTIVE OFFICER AND MASKAL.
14.
INVALIDITY OR UNENFORCEABILITY PROVISION.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PARTICULAR