KNOWINGLY PERMIT TO BE SO DISCLOSED OR USED, FOR THE BENEFIT OF HIMSELF/HERSELF,
ANY PERSON, CORPORATION OR OTHER ENTITY OTHER THAN THE COMPANY AND ITS
SUBSIDIARIES, (I) ANY INFORMATION CONCERNING ANY FINANCIAL MATTERS,
CUSTOMER
RELATIONSHIPS, COMPETITIVE STATUS, SUPPLIER MATTERS, INTERNAL ORGANIZATIONAL
MATTERS, CURRENT OR FUTURE PLANS, OR OTHER BUSINESS AFFAIRS OF OR RELATING TO
THE COMPANY AND ITS SUBSIDIARIES, (II) ANY MANAGEMENT, OPERATIONAL, TRADE,
TECHNICAL OR OTHER SECRETS OR ANY OTHER PROPRIETARY INFORMATION OR OTHER DATA OF
THE COMPANY OR ITS SUBSIDIARIES, OR (III) ANY OTHER INFORMATION RELATED TO THE
COMPANY OR ITS SUBSIDIARIES WHICH HAS NOT BEEN PUBLISHED AND IS NOT GENERALLY
KNOWN OUTSIDE OF THE COMPANY.
THE EMPLOYEE ACKNOWLEDGES THAT ALL OF THE
FOREGOING, CONSTITUTES CONFIDENTIAL AND PROPRIETARY INFORMATION, WHICH IS THE
EXCLUSIVE PROPERTY OF THE COMPANY.
(B)
NON-COMPETITION AND NON-SOLICITATION.
AT
ALL TIMES WHILE THE EMPLOYEE IS AN EMPLOYEE OF THE COMPANY AND, IF THE EMPLOYEE
IS ENTITLED TO SALARY AND BENEFITS CONTINUATION UNDER SECTION 3 HEREOF, THEN FOR
A PERIOD OF ONE (1) YEAR AFTER THE TERMINATION OF EMPLOYEE'S EMPLOYMENT, THE
EMPLOYEE WILL NOT (I) ENGAGE, DIRECTLY OR INDIRECTLY, WHETHER AS PRINCIPAL OR AS
AGENT, OFFICER, DIRECTOR, EMPLOYEE, CONSULTANT, OWNER, PARTNER, SHAREHOLDER OR
OTHERWISE, ALONE OR IN ASSOCIATION WITH ANY OTHER PERSON, CORPORATION OR OTHER
ENTITY, IN ANY BUSINESS WHICH DERIVES A MATERIAL PORTION OF ITS REVENUES (I.E.,
GREATER THAN 5% OF ITS CONSOLIDATED REVENUES IN ITS LAST COMPLETED FISCAL YEAR)
FROM THE SALE OF ANY PRODUCTS OR SERVICES IN COMPETITION WITH PRODUCTS OR
SERVICES FROM THE SALE OF WHICH THE COMPANY AND ITS SUBSIDIARIES DERIVE A
MATERIAL PORTION OF THEIR REVENUES (I.E., GREATER THAN 5% OF THEIR CONSOLIDATED
REVENUES IN THE LAST COMPLETED FISCAL YEAR) IN ANY GEOGRAPHIC MARKET WHERE THE
COMPANY AND ITS SUBSIDIARIES ARE MATERIALLY ENGAGED IN BUSINESS (I.E., THEY
DERIVED GREATER THAN 5% OF THEIR CONSOLIDATED REVENUE FROM THE SALE OF PRODUCTS
OR SERVICES IN SUCH GEOGRAPHIC MARKET IN THEIR LAST COMPLETED FISCAL YEAR);
(II) SOLICIT, DIRECTLY OR INDIRECTLY, EITHER FOR HIMSELF OR ANY OTHER PERSON,
ANY BUSINESS RELATED TO THE BUSINESS OF ANY CUSTOMER, SUPPLIER, LICENSEE OR
OTHER PERSON HAVING A BUSINESS RELATIONSHIP WITH THE COMPANY, OR INDUCE OR
ATTEMPT TO INDUCE ANY SUCH PERSON TO CEASE DOING BUSINESS WITH THE COMPANY;
(III) INTERFERE, OR ATTEMPT TO INTERFERE, WITH ANY CONTEMPLATED BUSINESS PROJECT
WHICH REPRESENTATIVES OF THE COMPANY AND ITS SUBSIDIARIES HAVE DISCUSSED WITH
ANY POTENTIAL PARTICIPANT IN SUCH PROJECT; OR (IV) SOLICIT OR INDUCE OR ATTEMPT
TO INDUCE ANY EMPLOYEE OF THE
10
COMPANY OR ITS SUBSIDIARIES TO LEAVE THE EMPLOY OF THE COMPANY OR ITS
SUBSIDIARIES OR TO VIOLATE THE TERMS OF HIS OR HER CONTRACT WITH THE COMPANY OR
ITS SUBSIDIARIES.
NOTWITHSTANDING THE PROVISIONS OF SECTION 8(B), THE EMPLOYEE
MAY PURCHASE OR OTHERWISE ACQUIRE UP TO (BUT NOT MORE THAN) 1% OF ANY CLASS OF
SECURITIES OF ANY ENTERPRISE (BUT WITHOUT OTHERWISE PARTICIPATING IN THE
ACTIVITIES OF SUCH ENTERPRISE) IF SUCH SECURITIES ARE LISTED ON ANY NATIONAL OR
REGIONAL SECURITIES EXCHANGE OR HAVE BEEN REGISTERED UNDER SECTION