OF TRUSTEE'S PUT NOTICE MADE BY
AN INDEPENDENT APPRAISER PURSUANT TO SECTION 409(E) OR 4975 OF THE INTERNAL
REVENUE CODE, AS AMENDED.
IF THE COMPANY DOES NOT MAINTAIN AN ESOP, THE ESOP
VALUE SHALL BE THE FAIR MARKET VALUE OF THE PUT SHARES AS DETERMINED REASONABLY
AND IN GOOD FAITH BY THE BOARD.
(D)
WITHIN THIRTY DAYS AFTER THE COMPANY'S RECEIPT OF THE
TRUSTEE'S PUT NOTICE, TRUSTEE SHALL DELIVER TO THE COMPANY ONE OR MORE STOCK
CERTIFICATES REPRESENTING THE PUT SHARES, WITH APPROPRIATE EXECUTED STOCK POWERS
CONVEYING TITLE TO THE PUT SHARES AND REPRESENTING AND WARRANTING GOOD TITLE
FREE AND CLEAR OF LIENS, ENCUMBRANCES AND CLAIMS OF OTHERS, AND THE COMPANY
SHALL PURCHASE AND PAY FOR THE PUT SHARES IN A SINGLE CASH PAYMENT.
8
ARTICLE V
NON-COMPETE AND NON-SOLICITATION
5.1
NON-COMPETE.
EXECUTIVE AGREES THAT, DURING THE AGREEMENT
TERM AND FOR THE PERIOD OF THREE YEARS AFTER THE TERMINATION DATE (THE
"NONCOMPETE PERIOD"), EXECUTIVE SHALL NOT DIRECTLY OR INDIRECTLY, EITHER FOR
HIMSELF OR FOR ANY OTHER PERSON, PARTNERSHIP, CORPORATION, COMPANY OR OTHER
ENTITY, OWN ANY INTEREST IN, MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH,
RENDER SERVICES FOR, OR IN ANY OTHER MANNER ENGAGE IN ANY BUSINESS OR ENTERPRISE
WHICH MANUFACTURES HOMES WITHIN THE UNITED STATES (ANY OF THE FOREGOING, A
"COMPETITIVE ACTIVITY"); PROVIDED, HOWEVER, THAT DURING THE NONCOMPETE PERIOD
EXECUTIVE MAY ENGAGE IN ANY ACTIVITY THAT IS PERMITTED BY SECTION 1.2(C) AND
EXECUTIVE SHALL NOT BE PROHIBITED FROM THE PASSIVE OWNERSHIP (VIZ. EXECUTIVE
DOES NOT DIRECTLY OR INDIRECTLY PARTICIPATE IN THE BUSINESS OR MANAGEMENT OF THE
APPLICABLE ENTITY) OF LESS THAN 2% OF THE STOCK OF A PUBLICLY-HELD CORPORATION
WHOSE STOCK IS TRADED ON A NATIONAL SECURITIES EXCHANGE. EXECUTIVE AGREES THAT
THE AFOREMENTIONED COVENANT IS REASONABLE WITH RESPECT TO ITS DURATION,
GEOGRAPHICAL AREA AND SCOPE. IN PARTICULAR, EXECUTIVE ACKNOWLEDGES AND AGREES
THAT THE GEOGRAPHIC SCOPE OF THIS RESTRICTION IS NECESSARY TO PROTECT THE
GOODWILL OF THE COMPANY.
5.2
NON-SOLICITATION.
DURING THE NONCOMPETE 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 OF ITS SUBSIDIARIES OR
AFFILIATED ENTITIES TO LEAVE HIS EMPLOYER, (II) HIRE ANY PERSON WHO WAS AN
EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATED ENTITIES DURING
THE TWELVE MONTHS PRECEDING SUCH HIRING, (III) INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATED ENTITIES TO CEASE DOING
BUSINESS WITH THE COMPANY OR SUCH SUBSIDIARY OR AFFILIATED ENTITY, OR (IV) IN
ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH CUSTOMER, SUPPLIER,
LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATED ENTITIES.
5.3
JUDICIAL ACTION AND AUTHORITY.
EXECUTIVE ACKNOWLEDGES
THAT THE RESTRICTIONS CONTAINED IN THIS ARTICLE V ARE REASONABLE.
HOWEVER, IF,
AT THE TIME OF ENFORCEMENT OF ANY OF THE PROVISIONS OF THIS ARTICLE V, A COURT
SHALL HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS STATED HEREIN ARE
UNREASONABLE