QUOTATION SYSTEM, AND WHICH ENTITY
COMPETES WITH THE COMPANY (OR ANY PART THEREOF) WITHIN THE TERRITORY, SHALL NOT
(BY ITSELF) BE DEEMED TO BE GIVING OR LENDING FUNDS TO, OTHERWISE FINANCING OR
HAVING A FINANCIAL INTEREST IN A COMPETITOR.
IN THE EVENT THAT ANY ENTITY IN
WHICH THE EXECUTIVE HAS ANY FINANCIAL OR OTHER INTEREST DIRECTLY OR INDIRECTLY
ENTERS INTO THE LINE OF BUSINESS DURING THE NON-COMPETE PERIOD, THE EXECUTIVE
SHALL USE HIS REASONABLE BEST EFFORTS TO DIVEST ALL OF HIS INTEREST (OTHER THAN
ANY AMOUNT PERMITTED TO BE
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held pursuant to the first sentence of this Section 7(a)(ii)) in such entity
within 30 days after learning that such entity has entered the Line of Business.
(III)
THE EXECUTIVE COVENANTS AND AGREES THAT
DURING THE NON-COMPETE PERIOD, THE EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY,
EITHER FOR HIMSELF OR FOR ANY OTHER PERSON OR ENTITY, SOLICIT ANY EMPLOYEE OF
THE COMPANY (OTHER THAN SUCH EXECUTIVE'S PERSONAL ASSISTANT OR SECRETARY) OR ANY
SUBSIDIARY TO TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY
OR EMPLOY ANY SUCH INDIVIDUAL DURING HIS OR HER EMPLOYMENT WITH THE COMPANY OR
ANY SUBSIDIARY AND FOR A PERIOD OF SIX MONTHS AFTER SUCH INDIVIDUAL TERMINATES
HIS OR HER EMPLOYMENT WITH THE COMPANY OR ANY SUBSIDIARY.
(B)
THE EXECUTIVE UNDERSTANDS THAT THE FOREGOING
RESTRICTIONS MAY LIMIT HIS ABILITY TO EARN A LIVELIHOOD IN A BUSINESS SIMILAR TO
THE BUSINESS OF THE COMPANY, BUT HE NEVERTHELESS BELIEVES THAT HE HAS RECEIVED
AND WILL RECEIVE SUFFICIENT CONSIDERATION AND OTHER BENEFITS AS AN EMPLOYEE OF
THE COMPANY AND AS OTHERWISE PROVIDED HEREUNDER TO CLEARLY JUSTIFY SUCH
RESTRICTIONS WHICH, IN ANY EVENT (GIVEN HIS EDUCATION, SKILLS AND ABILITY), THE
EXECUTIVE DOES NOT BELIEVE WOULD PREVENT HIM FROM OTHERWISE EARNING A LIVING.
(C)
THE COVENANTS CONTAINED IN SECTION 7(A) AND
7(B) ARE FOR THE SOLE BENEFIT OF THE COMPANY AND MAY BE REDUCED (BUT NOT
INCREASED) IN SCOPE, OR CURTAILED AS TO TERRITORY, TIME PERIOD, OR BOTH, WITHOUT
RESULTING IN A MODIFICATION OF ANY OTHER PROVISION OF THIS AGREEMENT, AS THE
COMPANY MAY DETERMINE IN ITS SOLE DISCRETION.
(D)
THE PROVISIONS OF THIS SECTION 7 SHALL
TERMINATE IN THE EVENT THE COMPANY FAILS TO MAKE ANY PAYMENTS REQUIRED BY
SECTION 4(B) AND SUCH FAILURE REMAINS UNCURED FOR A PERIOD EQUAL TO AT LEAST 30
DAYS AFTER WRITTEN NOTICE OF SUCH EVENT FROM EXECUTIVE.
8.
INDEMNIFICATION.
THE COMPANY AND THE
EXECUTIVE HAVE ENTERED INTO AN INDEMNIFICATION AGREEMENT SUBSTANTIALLY IN THE
FORM FILED AS EXHIBIT 10.3 TO THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE
YEAR ENDED DECEMBER 31, 2002.
9.
INSURANCE.
THE COMPANY MAY, FOR ITS
OWN BENEFIT, MAINTAIN "KEYMAN" LIFE AND DISABILITY INSURANCE POLICIES COVERING
THE EXECUTIVE, PROVIDED THE SAME DOES NOT PREVENT EXECUTIVE FROM OBTAINING
REASONABLE AMOUNTS OF INSURANCE FOR HIS FAMILY OR ESTATE PLANING NEEDS.
THE
EXECUTIVE WILL COOPERATE WITH THE COMPANY AND PROVIDE SUCH INFORMATION OR OTHER
ASSISTANCE AS THE COMPANY MAY REASONABLY REQUEST IN CONNECTION WITH THE COMPANY
OBTAINING AND MAINTAINING SUCH POLICIES.
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