RELATED ENTITIES AT ANY TIME
DURING THE LAST TWELVE (12) MONTHS OF EXECUTIVE'S EMPLOYMENT UNDER THIS
AGREEMENT AND (II) "PROSPECTIVE CUSTOMER" SHALL INCLUDE ANY PERSON OR ENTITY
CONTACTED OR SOLICITED BY EXECUTIVE WITHIN THE LAST TWELVE (12) MONTHS OF
EXECUTIVE'S EMPLOYMENT FOR THE PURPOSE OF BECOMING A CUSTOMER OF THE COMPANY OR
ANY RELATED ENTITY.
(II)
DURING THE PERIOD OF RESTRICTION,
EXECUTIVE MAY NOT ENGAGE ANYWHERE IN THE WORLD IN ACTIVITIES, RENDER SERVICES TO
OR AFFILIATE HIMSELF, IN ANY CAPACITY (INCLUDING AS A DIRECTOR, OFFICER,
EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR, PARTNER, MEMBER OR INVESTOR)
(EXCEPT SAVE BY WAY OF PORTFOLIO INVESTMENT IN SHARES QUOTED ON A RECOGNIZED
STOCK EXCHANGE WHEREBY EXECUTIVE OWNS LESS THAN 1% OF THE OUTSTANDING STOCK OF
SUCH ENTITY), WITH ANY ENTITY THAT PROVIDES SERVICES THAT ARE COMPETITIVE WITH
THOSE RENDERED BY THE COMPANY OR ANY RELATED ENTITY. NOTWITHSTANDING THE
FOREGOING, DURING THE PERIOD OF RESTRICTION, WITH THE COMPANY'S PRIOR WRITTEN
CONSENT (AS DETERMINED BY THE CEO IN HIS SOLE DISCRETION), THE EXECUTIVE MAY
RENDER SERVICES TO ANY ENTITY WHOSE PRIMARY BUSINESS PURPOSE IS NOT COMPETITIVE
WITH ANY SERVICES RENDERED BY THE COMPANY OR ANY RELATED ENTITY.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, THE PERIOD OF RESTRICTION SHALL EXTEND 24-MONTHS (INSTEAD OF
12 MONTHS) FOLLOWING ANY TERMINATION OF EXECUTIVE'S EMPLOYMENT DESCRIBED IN
SECTION 5(B) OR SECTION 5(E).
(E)
COVENANTS REASONABLE; ADDITIONAL REMEDIES;
DUE CONSIDERATION.
(I)
EXECUTIVE ACKNOWLEDGES THAT HE WILL
OCCUPY A POSITION OF RESPONSIBILITY AND TRUST, IN WHICH EXECUTIVE WILL HAVE
ACCESS TO CONFIDENTIAL INFORMATION
7
AND WILL BE PRIVY TO THE CONFIDENTIAL BUSINESS PLANS AND PROSPECTS OF THE
COMPANY AND ITS RELATED ENTITIES, THAT EXECUTIVE'S RELATIONSHIPS WITH EMPLOYEES
OF THE COMPANY AND/OR ITS RELATED ENTITIES MAY BE CRITICAL TO THE CONTINUED
SUCCESS OF THE COMPANY AND/OR ITS RELATED ENTITIES, THAT THE BUSINESS OF THE
COMPANY AND ITS RELATED ENTITIES ARE CONDUCTED ON A WORLDWIDE BASIS, AND THAT
EXECUTIVE'S SERVICES UNDER THIS AGREEMENT ARE IMPORTANT, VALUABLE AND UNIQUE.
EXECUTIVE (I) FURTHER ACKNOWLEDGES THAT THE RESTRICTIVE COVENANTS OF THIS
SECTION 4 ARE REASONABLY NECESSARY TO PROTECT VALUABLE BUSINESS INTERESTS OF THE
COMPANY AND ITS RELATED ENTITIES AND THAT IT IS THE EXECUTIVE'S INTENTION AND
THE INTENTION OF THE COMPANY THAT SUCH RESTRICTIONS AND REMEDIES SHALL BE
ENFORCEABLE TO THE FULLEST EXTENT PERMISSIBLE BY LAW, (II) AGREES THAT HE WILL
NOT CHALLENGE THE REASONABILITY OR ENFORCEABILITY OF ANY OF THE RESTRICTIVE
COVENANTS OF THIS SECTION 4, PROVIDED THAT EXECUTIVE MAY CHALLENGE THE
ENFORCEABILITY OF SECTION 4 BASED UPON A BREACH OF THIS AGREEMENT BY THE COMPANY
THAT OCCURS PRIOR TO ANY VIOLATION OF SECTION 4 BY THE EXECUTIVE AND IS NOT
CURED WITHIN 30 DAYS OF RECEIPT OF WRITTEN NOTICE FROM EXECUTIVE THAT IS GIVEN
WITHIN 30 DAYS OF THE OCCURRENCE OF SUCH PURPORTED BREACH, AND (III)
ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION 4 ARE IN ADDITION TO, AND NOT
IN SUBSTITUTION OF, ANY RESTRICTIVE COVENANTS TO WHICH EXECUTIVE IS SUBJECT
PURSUANT TO ANY AGREEMENT WITH JERSEY PARTNERS, INC.
IF IT SHALL BE FOUND BY