OR THE BENEFIT OF ANY THIRD
PARTY ANY CONFIDENTIAL OR PROPRIETARY TRADE SECRETS, CUSTOMER LISTS, DRAWINGS,
DESIGNS, INFORMATION REGARDING LEGISLATIVE INITIATIVES, CONTRACT NEGOTIATIONS,
VENDOR ARRANGEMENTS, PRODUCT DEVELOPMENT, MARKETING PLANS, SALES PLANS,
MANUFACTURING PLANS, MANAGEMENT ORGANIZATION INFORMATION, OPERATING POLICIES OR
MANUALS, BUSINESS PLANS, FINANCIAL RECORDS, PACKAGING DESIGN OR OTHER FINANCIAL,
COMMERCIAL, BUSINESS OR TECHNICAL INFORMATION (I) RELATING TO THE COMPANY, OR
(II) THAT THE COMPANY MAY RECEIVE BELONGING TO SUPPLIERS, CUSTOMERS, OR OTHERS
WHO DO BUSINESS WITH THE COMPANY (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
EMPLOYEE'S OBLIGATION UNDER THIS SUBSECTION 10(A) SHALL NOT APPLY TO ANY
INFORMATION WHICH (I) IS KNOWN PUBLICLY; OR (II) IS IN THE PUBLIC DOMAIN OR
HEREAFTER ENTERS THE PUBLIC DOMAIN WITHOUT THE BREACH OF EMPLOYEE OF THIS
SUBSECTION 10(A); OR (III) IS MADE AVAILABLE TO EMPLOYEE BY A THIRD PARTY NOT IN
BREACH OF AN OBLIGATION OF CONFIDENTIALITY.
(B)
NON-COMPETITION.
EMPLOYEE COVENANTS AND
AGREES THAT DURING THE NON-COMPETITION RESTRICTED PERIOD, WITH RESPECT TO ANY
STATE OF THE UNITED STATES OF AMERICA OR ANY
9
OTHER JURISDICTION IN WHICH THE COMPANY ENGAGES IN BUSINESS DURING EMPLOYEE'S
EMPLOYMENT, OR, FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT, WAS ENGAGED IN
BUSINESS AT THE TIME OF SUCH TERMINATION, EMPLOYEE SHALL NOT, DIRECTLY OR
INDIRECTLY, INDIVIDUALLY OR JOINTLY, OWN ANY INTEREST IN, OPERATE, JOIN, CONTROL
OR PARTICIPATE AS A PARTNER, DIRECTOR, PRINCIPAL, OFFICER, OR AGENT OF, ENTER
INTO THE EMPLOYMENT OF, ACT AS A CONSULTANT TO, OR PERFORM ANY SERVICES FOR ANY
PERSON OR ENTITY (I) THAT ENGAGES IN COMPETITIVE ACTIVITIES OR (II) IN WHICH ANY
SUCH RELATIONSHIP WITH EMPLOYEE WOULD RESULT IN THE LIKELY, PROBABLE OR
INEVITABLE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION; PROVIDED THAT NOTHING
SHALL PROHIBIT EMPLOYEE FROM BEING A PARTNER OR EMPLOYEE OF, OR OTHERWISE BEING
ASSOCIATED WITH, A PROFESSIONAL SERVICES FIRM AS LONG AS EMPLOYEE IS NOT
DIRECTLY ENGAGED IN THE PROVISION OF SERVICES TO ANY SUCH PERSON OR ENTITY.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS SUBSECTION 10(B) SHALL NOT
PREVENT EMPLOYEE FROM ACQUIRING AS AN INVESTMENT SECURITIES REPRESENTING NOT
MORE THAN THREE PERCENT (3%) OF THE OUTSTANDING VOTING SECURITIES OF ANY
PUBLICLY-HELD CORPORATION.
(C)
NON-SOLICITATION; NON-INTERFERENCE.
DURING
THE NON-SOLICITATION RESTRICTED PERIOD, EMPLOYEE SHALL NOT, DIRECTLY OR
INDIRECTLY, FOR EMPLOYEE'S OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER PERSON OR
ENTITY, (I) ENCOURAGE, SOLICIT OR INDUCE, OR IN ANY MANNER ATTEMPT TO ENCOURAGE,
SOLICIT OR INDUCE, ANY PERSON OR ENTITY EMPLOYED BY, AS AN AGENT OF, OR A
SERVICE PROVIDER TO, THE COMPANY TO TERMINATE (OR, IN THE CASE OF AN AGENT OR
SERVICE PROVIDER, REDUCE) SUCH PERSON'S OR ENTITY'S EMPLOYMENT, AGENCY OR
SERVICE, AS THE CASE MAY BE, WITH THE COMPANY; (II) SOLICIT OR ACCEPT BUSINESS
FROM ANY INDIVIDUAL OR ENTITY FOR WHOM THE COMPANY PROVIDED SERVICES OR PRODUCTS
WITHIN THE ONE-YEAR PERIOD IMMEDIATELY PRECEDING THE DATE OF EMPLOYEE'S
TERMINATION OF EMPLOYMENT; OR (III) SOLICIT OR ACCEPT BUSINESS FROM ANY
PROSPECTIVE CUSTOMER OR CLIENT OF THE COMPANY WHO, WITHIN THE ONE-YEAR PERIOD
IMMEDIATELY PRECEDING THE DATE OF EMPLOYEE'S TERMINATION OF EMPLOYMENT, EMPLOYEE
HAD DIRECTLY SOLICITED OR WHERE,