BASE SALARY (OTHER
THAN A REDUCTION OF NOT MORE THAN 10% APPLICABLE TO ALL SENIOR OFFICERS OF THE
COMPANY).
2.
WHILE THE EMPLOYEE IS EMPLOYED BY THE COMPANY AND FOR A PERIOD OF
TWELVE (12) MONTHS AFTER DATE OF EMPLOYEE'S TERMINATION OF EMPLOYMENT WITH
COMPANY FOR ANY REASON, THE EMPLOYEE SHALL NOT (I) DIRECTLY OR INDIRECTLY
ENGAGE, WHETHER AS AN EMPLOYEE, CONSULTANT, PARTNER, OWNER, AGENT, STOCKHOLDER,
OFFICER, DIRECTOR OR OTHERWISE, ALONE OR IN ASSOCIATION WITH ANY OTHER PERSON OR
ENTITY, IN (A) THE ENERGY INDUSTRY, INCLUDING THE EXPLORATION, PRODUCTION,
TRANSMISSION, DISTRIBUTION AND MARKETING OF OIL, NATURAL GAS OR ELECTRICITY AND
THE PROVISION OF RELATED ENERGY SERVICES (INCLUDING PROJECT DEVELOPMENT AND
ENGINEERING ANALYSIS, CONSTRUCTION MANAGEMENT, PROJECT FINANCING, EQUIPMENT
OPERATION AND MAINTENANCE, ENERGY SAVINGS METERING, MONITORING AND VERIFICATION,
AND FACILITIES MANAGEMENT (DEVELOPING AND OPERATING PRIVATE POWER, COGENERATION
AND CENTRAL PLANT FACILITIES)) ANYWHERE IN THE CONTINENTAL UNITED STATES EAST OF
THE MISSISSIPPI RIVER (EXCLUDING THE GULF OF MEXICO), EXCEPT THAT THE
RESTRICTION AS TO THE REGULATED DISTRIBUTION OF OIL, NATURAL GAS OR ELECTRICITY
SHALL BE LIMITED TO THE MARKETS IN WHICH THE COMPANY CONDUCTED SUCH BUSINESS OR
CONTEMPLATED (WITH THE EMPLOYEE'S KNOWLEDGE) CONDUCTING SUCH BUSINESS AT THE
TIME OF THE TERMINATION OF EMPLOYEE'S EMPLOYMENT, OR (B) ANY BUSINESS ACTIVITY
THAT COMPETES WITH ANY PROJECT OR PROPOSED PROJECT WHICH WAS DISCUSSED BY OR
WITH THE EMPLOYEE IN THE COURSE OF HIS OR HER EMPLOYMENT WITH THE COMPANY OR ANY
PROJECT OR PROPOSED PROJECT WITH RESPECT TO WHICH THE COMPANY INITIATED ANY
BUSINESS ACTIVITY DURING THE COURSE OF HIS OR HER EMPLOYMENT (FOR PURPOSES OF
THIS SUBSECTION (I) EMPLOYMENT OR ENGAGEMENT BY A CUSTOMER OF THE COMPANY TO
PROVIDE OR MANAGE SERVICES THAT ARE PROVIDED BY THE COMPANY SHALL BE DEEMED TO
VIOLATE THIS SUBSECTION (I)); (II) DIRECTLY OR INDIRECTLY ON HIS OR HER OWN
BEHALF OR ON BEHALF OF ANY OTHER PERSON OR ENTITY CONTACT (A) ANY CUSTOMER OF
THE COMPANY WITH WHOM HE OR SHE HAD CONTACT WHILE EMPLOYED BY THE COMPANY, OR
(B) ANY PERSON OR ENTITY TO WHOM HE OR SHE ATTEMPTED TO MARKET THE COMPANY'S
PRODUCTS AND SERVICES WHILE EMPLOYED BY THE COMPANY, IN EITHER CASE, FOR THE
PURPOSE OF SOLICITING THE PURCHASE OF ANY PRODUCT OR SERVICE THAT COMPETES WITH
ANY PRODUCT OR SERVICE OFFERED BY THE COMPANY OR WHICH WAS CONSIDERED TO BE
OFFERED BY THE COMPANY WHILE THE EMPLOYEE WAS EMPLOYED BY THE COMPANY; (III)
TAKE AWAY OR INTERFERE, OR ATTEMPT TO INTERFERE, WITH ANY CUSTOM, TRADE OR
EXISTING CONTRACTUAL RELATIONS OF THE COMPANY, INCLUDING ANY BUSINESS PROJECT OR
ANY CONTEMPLATED BUSINESS PROJECT WHICH REPRESENTATIVES OF THE COMPANY HAVE
DISCUSSED WITH ANY POTENTIAL PARTICIPANT IN SUCH PROJECT; OR (IV) DIRECTLY OR
INDIRECTLY ON HIS OR HER OWN BEHALF OR ON BEHALF OF ANY OTHER PERSON OR ENTITY
SOLICIT OR INDUCE, OR CAUSE ANY OTHER PERSON OR ENTITY TO SOLICIT OR INDUCE, OR
ATTEMPT TO INDUCE, ANY EMPLOYEE OR CONSULTANT TO LEAVE THE EMPLOY OF OR
ENGAGEMENT BY THE COMPANY OR ITS SUCCESSORS, ASSIGNS, OR AFFILIATES, OR