OTHER CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND ITS PREDECESSORS
AND ITS SUBSIDIARIES AND THAT HIS SERVICES ARE OF SPECIAL, UNIQUE AND
EXTRAORDINARY VALUE TO THE COMPANY AND ITS SUBSIDIARIES, AND THEREFORE,
EXECUTIVE AGREES THAT DURING THE EMPLOYMENT PERIOD AND ENDING ON THE END OF THE
NON-COMPETE PERIOD, HE SHALL NOT DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN,
MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH, RENDER SERVICES FOR, BE EMPLOYED
BY, OR IN ANY MANNER ASSOCIATE WITH OR ENGAGE IN ANY BUSINESS COMPETING WITH THE
BUSINESSES OF THE COMPANY OR ITS SUBSIDIARIES, AS SUCH BUSINESSES EXIST OR ARE
IN PROCESS DURING THE EMPLOYMENT PERIOD AND ON THE DATE OF THE TERMINATION OR
EXPIRATION OF THE EMPLOYMENT PERIOD, WITHIN ANY GEOGRAPHICAL AREA IN WHICH THE
COMPANY OR ITS SUBSIDIARIES ENGAGE OR PLAN TO ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN SHALL PROHIBIT EXECUTIVE FROM BEING A PASSIVE OWNER OF NOT MORE
THAN 5% OF THE OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION WHICH IS PUBLICLY
TRADED, SO LONG AS EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH
CORPORATION.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "NON-COMPETE PERIOD"
SHALL MEAN (I) IN THE EVENT EXECUTIVE'S EMPLOYMENT IS TERMINATED BY EXECUTIVE
OTHER THAN A RESIGNATION BY EXECUTIVE FOR GOOD REASON, OR BY THE COMPANY FOR
CAUSE, THE LATER TO OCCUR OF (X) ONE YEAR FOLLOWING THE TERMINATION OF
EMPLOYMENT HEREUNDER AND (Y) JUNE 30, 2015, AND (II) IN THE EVENT EXECUTIVE'S
EMPLOYMENT IS TERMINATED BY EXECUTIVE BY A RESIGNATION FOR GOOD REASON OR BY THE
COMPANY OTHER THAN A TERMINATION FOR CAUSE, A PERIOD OF TIME BEGINNING ON THE
DATE OF THE TERMINATION AND ENDING ON THE DATE THE COMPANY IS NO LONGER
OBLIGATED TO PAY EXECUTIVE ANY SEVERANCE PAYMENTS HEREUNDER.
IN CONSIDERATION
OF THE AGREEMENT IN THIS SECTION 6(A), IF EXECUTIVE IS EMPLOYED BY THE COMPANY
AS CHIEF EXECUTIVE OFFICER ON JUNE 30, 2015, AND HAS BEEN SO CONTINUOUSLY
EMPLOYED FROM THE DATE HEREOF THROUGH JUNE 30, 2015, EXECUTIVE SHALL BE ENTITLED
TO RECEIVE ONE YEAR OF HIS BASE SALARY IN EFFECT AT THE TIME OF HIS TERMINATION
PLUS AN AMOUNT EQUAL TO ONE YEAR OF
ANNUAL SHORT TERM INCENTIVE BONUS (KAIP)
WHICH SHALL BE DETERMINED BASED ON THE TARGET BONUS FOR EXECUTIVE'S LAST YEAR OF
EMPLOYMENT, PAYABLE MONTHLY IN ACCORDANCE WITH THE COMPANY'S STANDARD PAYROLL
PRACTICES AS IN EFFECT ON THE DATE OF TERMINATION.
(B)
DURING THE NON-COMPETE PERIOD, EXECUTIVE
SHALL NOT DIRECTLY OR INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR
ATTEMPT TO INDUCE ANY EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE
EMPLOY OF THE COMPANY OR SUCH SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE
RELATIONSHIP BETWEEN THE COMPANY OR ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF,
(II) HIRE ANY PERSON WHO WAS AN EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY
TIME DURING THE EMPLOYMENT PERIOD OR (III) INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF
THE COMPANY OR ANY SUBSIDIARY TO CEASE DOING BUSINESS WITH