WITHHOLDING OF AN EXCISE TAX, SUCH WITHHOLDING SHALL BE CONSISTENT WITH ANY
DETERMINATION MADE UNDER SECTION 4.
6.
REIMBURSEMENT OF EXPENSES.
IF ANY
CONTEST OR DISPUTE SHALL ARISE UNDER THIS AGREEMENT INVOLVING TERMINATION OF
EXECUTIVE'S EMPLOYMENT WITH THE
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COMPANY OR INVOLVING THE FAILURE OR REFUSAL OF THE COMPANY TO PERFORM FULLY IN
ACCORDANCE WITH THE TERMS HEREOF, THE COMPANY SHALL REIMBURSE EXECUTIVE, ON A
CURRENT BASIS, FOR ALL REASONABLE LEGAL FEES AND EXPENSES, IF ANY, INCURRED BY
EXECUTIVE IN CONNECTION WITH SUCH CONTEST OR DISPUTE (REGARDLESS OF THE RESULT
THEREOF); PROVIDED, HOWEVER, EXECUTIVE SHALL BE REQUIRED TO REPAY ANY SUCH
AMOUNTS TO THE COMPANY TO THE EXTENT THAT A COURT OR AN ARBITRATION PANEL ISSUES
A FINAL ORDER FROM WHICH NO APPEAL CAN BE TAKEN, OR WITH RESPECT TO WHICH THE
TIME PERIOD TO APPEAL HAS EXPIRED, SETTING FORTH THAT EXECUTIVE HAS NOT
SUBSTANTIALLY PREVAILED ON AT LEAST ONE MATERIAL ISSUE IN DISPUTE.
7.
EMPLOYMENT BY AFFILIATES.
EMPLOYMENT
BY THE COMPANY FOR PURPOSES OF THIS AGREEMENT SHALL INCLUDE EMPLOYMENT BY ANY
AFFILIATE.
8.
RESTRICTIVE COVENANTS.
(A)
NON-COMPETITION AND NON-SOLICITATION.
EXECUTIVE ACKNOWLEDGES AND RECOGNIZES THE HIGHLY COMPETITIVE NATURE OF THE
BUSINESSES OF THE COMPANY AND ITS AFFILIATES, THE VALUABLE CONFIDENTIAL BUSINESS
INFORMATION IN EXECUTIVE'S POSSESSION AND THE CUSTOMER GOODWILL ASSOCIATED WITH
THE ONGOING BUSINESS PRACTICE OF THE COMPANY, AND ACCORDINGLY AGREES AS FOLLOWS:
(I)
FOR A PERIOD ENDING ON THE EXPIRATION OF
ONE YEAR FOLLOWING THE TERMINATION OF EXECUTIVE'S EMPLOYMENT (THE "RESTRICTED
PERIOD"), EXECUTIVE WILL NOT DIRECTLY OR INDIRECTLY, (A) ENGAGE IN ANY BUSINESS
FOR EXECUTIVE'S OWN ACCOUNT THAT COMPETES WITH THE BUSINESS OF THE COMPANY, (B)
ENTER THE EMPLOY OF, OR RENDER ANY SERVICES TO, ANY PERSON ENGAGED IN ANY
BUSINESS THAT COMPETES WITH THE BUSINESS OF THE COMPANY, (C) ACQUIRE A FINANCIAL
INTEREST IN, OR OTHERWISE BECOME ACTIVELY INVOLVED WITH, ANY PERSON ENGAGED IN
ANY BUSINESS THAT COMPETES WITH THE BUSINESS OF THE COMPANY, DIRECTLY OR
INDIRECTLY, AS AN INDIVIDUAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR,
PRINCIPAL, AGENT, TRUSTEE OR CONSULTANT, OR (D) INTERFERE WITH BUSINESS
RELATIONSHIPS (WHETHER FORMED BEFORE OR AFTER THE DATE OF THIS AGREEMENT)
BETWEEN THE COMPANY OR ANY OF ITS AFFILIATES THAT ARE ENGAGED IN A BUSINESS
SIMILAR TO THE BUSINESS OF THE COMPANY (THE "COMPANY AFFILIATES") AND CUSTOMERS
OR SUPPLIERS OF THE COMPANY OR THE COMPANY AFFILIATES.
(II)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
IN THIS AGREEMENT, EXECUTIVE MAY DIRECTLY OR INDIRECTLY OWN, SOLELY AS A PASSIVE
INVESTMENT, SECURITIES OF ANY PERSON ENGAGED IN THE BUSINESS OF THE COMPANY
WHICH ARE PUBLICLY TRADED ON A NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE
OVER-THE-COUNTER MARKET IF EXECUTIVE (A) IS NOT A CONTROLLING PERSON OF, OR A
MEMBER OF A GROUP WHICH CONTROLS, SUCH PERSON AND (B) DOES NOT, DIRECTLY OR
INDIRECTLY, OWN ONE PERCENT (1%) OR MORE OF ANY CLASS OF SECURITIES OF SUCH
PERSON.
(III)
DURING THE RESTRICTED PERIOD, AND FOR AN
ADDITIONAL ONE YEAR AFTER THE END OF THE RESTRICTED PERIOD, EXECUTIVE SHALL NOT,
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DIRECTLY OR INDIRECTLY, (A) WITHOUT THE WRITTEN