DESIGN OR OTHER FINANCIAL,
COMMERCIAL, BUSINESS OR TECHNICAL INFORMATION (I) RELATING TO THE COMPANY, OR
(II) THAT THE COMPANY OR ANY OF ITS AFFILIATES MAY RECEIVE BELONGING TO
SUPPLIERS, CUSTOMERS OR OTHERS WHO DO BUSINESS WITH THE COMPANY ("CONFIDENTIAL
INFORMATION").
EXECUTIVE'S OBLIGATION UNDER THIS SECTION 7(A) SHALL NOT APPLY
TO ANY INFORMATION WHICH (I) IS KNOWN PUBLICLY; (II) IS IN THE PUBLIC DOMAIN OR
HEREAFTER ENTERS THE PUBLIC DOMAIN WITHOUT THE BREACH OF THE EXECUTIVE OF THIS
SECTION 7(A); (III) IS KNOWN TO THE EXECUTIVE PRIOR TO THE EXECUTIVE'S RECEIPT
OF SUCH INFORMATION FROM THE COMPANY OR ANY OF ITS SUBSIDIARIES, AS EVIDENCED BY
WRITTEN RECORDS OF THE EXECUTIVE; OR (IV) IS DISCLOSED AFTER TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT TO THE EXECUTIVE BY A THIRD PARTY NOT UNDER AN OBLIGATION
OF CONFIDENCE TO THE COMPANY.
(B)
NON-COMPETITION.
THE EXECUTIVE COVENANTS
AND AGREES THAT DURING THE EMPLOYMENT TERM AND FOR A PERIOD EXTENDING TO THE
FIRST ANNIVERSARY OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON,
OR IN THE CASE OF A TERMINATION UNDER SECTION 6(G) HEREOF A PERIOD EXTENDING TO
THE THIRD ANNIVERSARY OF SUCH TERMINATION (THE "RESTRICTED PERIOD"), WITH
RESPECT TO ANY JURISDICTION IN WHICH THE COMPANY IS ENGAGED IN BUSINESS AT THE
TIME OF SUCH TERMINATION, THE EXECUTIVE 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
ENTITY WHICH COMPETES TO A MATERIAL EXTENT WITH THE BUSINESS ACTIVITIES IN WHICH
THE COMPANY IS ENGAGED AT THE TIME OF SUCH TERMINATION OR IN WHICH BUSINESS
ACTIVITIES THE COMPANY HAS DOCUMENTED PLANS TO BECOME ENGAGED IN AND AS TO WHICH
EXECUTIVE HAS KNOWLEDGE AT THE TIME OF EXECUTIVE'S TERMINATION OF EMPLOYMENT, OR
ANY ENTITY IN WHICH ANY SUCH RELATIONSHIP WITH THE EXECUTIVE WOULD RESULT IN THE
INEVITABLE USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION (A "COMPETING
BUSINESS").
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A TERMINATION OF
EMPLOYMENT OTHER THAN PURSUANT TO SECTION 6(G) HEREOF, AT THE ELECTION OF THE
COMPANY, THE RESTRICTED PERIOD MAY BE EXTENDED TO A PERIOD ENDING NOT LATER THAN
THE THIRD ANNIVERSARY OF THE EXECUTIVE'S TERMINATION OF EMPLOYMENT; PROVIDED
THAT DURING SUCH EXTENDED PERIOD, THE COMPANY CONTINUES TO PAY THE EXECUTIVE THE
SALARY (LESS ANY APPLICABLE WITHHOLDING OR SIMILAR TAXES) AT THE RATE IN EFFECT
HEREUNDER ON THE DATE OF SUCH TERMINATION.
NOTWITHSTANDING ANYTHING HEREIN TO
THE CONTRARY, THIS SECTION 7(B) SHALL NOT PREVENT THE EXECUTIVE 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 RESTRICTED PERIOD, THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, FOR HIS
OWN ACCOUNT OR FOR THE ACCOUNT OF ANY OTHER INDIVIDUAL OR ENTITY (I) SOLICIT OR
INDUCE, OR IN ANY MANNER ATTEMPT TO SOLICIT OR INDUCE, ANY PERSON EMPLOYED BY,
AS AGENT OF, OR A SERVICE PROVIDER TO, THE COMPANY