OTHERWISE BEEN INVOLVED IN HIS/HER HIRING.
6. NON-SOLICITATION OF CUSTOMERS. EXECUTIVE AGREES THAT THE COMPANY'S
RELATIONSHIPS WITH ITS CUSTOMERS ARE SOLELY THE ASSETS AND PROPERTY OF THE
COMPANY. EXECUTIVE AGREES THAT DURING THE PERIOD OF EMPLOYMENT AND FOR A PERIOD
OF ONE (1) YEAR FOLLOWING THE TERMINATION DATE, EXECUTIVE SHALL NOT DIRECTLY OR
THROUGH OTHERS SOLICIT OR ATTEMPT TO SOLICIT ANY OF THE COMPANY'S CUSTOMERS FOR
THE PURPOSE OF PROVIDING PRODUCTS OR SERVICES COMPETITIVE TO THOSE OFFERED BY
THE COMPANY. THIS SOLICITATION RESTRICTION APPLIES ONLY TO THOSE CUSTOMERS WITH
WHOM EXECUTIVE HAD MATERIAL CONTACT ON BEHALF OF THE COMPANY. "MATERIAL CONTACT"
MEANS: (I) DIRECT PERSONAL CONTACT WITH A CUSTOMER FOR THE PURPOSE OF,
RESPECTIVELY, PURCHASING MATERIALS OR SERVICES FOR USE BY THE COMPANY OR SELLING
THE COMPANY'S PRODUCTS OR SERVICES TO CUSTOMERS OR (II) ANY DIRECT SUPERVISION
OF DIRECT PERSONAL CONTACTS OTHER EMPLOYEES OF THE COMPANY MAY HAVE WITH
CUSTOMERS. CUSTOMERS ARE THOSE CUSTOMERS AND PROSPECTIVE CUSTOMERS WITH WHOM
EXECUTIVE HAD MATERIAL CONTACT WITHIN ONE (1) YEAR PRIOR TO THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
7. NON-COMPETITION. IN CONSIDERATION OF THE COMPENSATION AND OTHER BENEFITS TO
BE PAID TO THE EXECUTIVE UNDER AND IN CONNECTION WITH THIS AGREEMENT, INCLUDING
SPECIFICALLY THE ENHANCED SEVERANCE, THE EXECUTIVE AGREES THAT, BEGINNING ON THE
EFFECTIVE DATE AND CONTINUING FOR A PERIOD OF ONE (1) YEAR FOLLOWING THE
TERMINATION DATE, HE WILL NOT PERFORM SERVICES AS AN AGENT, EMPLOYEE, OFFICER,
OR DIRECTOR OF, OR CONSULTANT TO, DOVER CORPORATION'S PUMP SOLUTIONS GROUP,
XYLEM (IN THE FORMER ITT WATER UNIT), AND THE UTC WATER BUSINESS-NEPTUNE AND
MILTON ROY; PROVIDED THAT EXECUTIVE MAY SERVE AS AN AGENT, EMPLOYEE, OFFICER, OR
DIRECTOR OF, OR CONSULTANT TO DOVER, XYLEM OR UTC IF HIS ROLE DOES NOT INVOLVE
IN ANY RESPECT THE IDENTIFIED BUSINESS UNITS.
8. TRADE SECRET AND CONFIDENTIAL INFORMATION. EXECUTIVE ACKNOWLEDGES THAT IN THE
COURSE OF EMPLOYMENT, EXECUTIVE HAD ACCESS TO AND OBTAINED KNOWLEDGE OF TRADE
SECRETS AND/OR CONFIDENTIAL INFORMATION RELATING TO THE COMPANY'S BUSINESS.
EXECUTIVE RECOGNIZES AND ACKNOWLEDGES THAT THE COMPANY'S TRADE SECRET AND
CONFIDENTIAL INFORMATION CONSTITUTES VALUABLE, SPECIAL AND UNIQUE ASSETS OF THE
COMPANY AND USE OR DISCLOSURE THEREOF CONTRARY TO THE TERMS OF THIS AGREEMENT
WOULD CAUSE SUBSTANTIAL LOSS OF COMPETITIVE ADVANTAGE AND OTHER SERIOUS INJURY
TO THE COMPANY.
(a) "TRADE SECRETS" MEANS ALL INFORMATION FROM WHICH THE COMPANY, OR ANY
PERSON OR COMPANY THAT DOES BUSINESS WITH THE COMPANY, DERIVES ACTUAL OR
POTENTIAL ECONOMIC VALUE FROM ITS NOT BEING KNOWN BY THOSE WHO CAN OBTAIN
ECONOMIC VALUE FROM ITS DISCLOSURE OR USE AND IT NOT BEING READILY ASCERTAINABLE
BY PROPER MEANS. TRADE SECRETS MEANS ANY ITEM OF CONFIDENTIAL INFORMATION THAT
CONSTITUTES A "TRADE SECRET" UNDER APPLICABLE COMMON LAW OR STATUTORY LAW.
(b)
"CONFIDENTIAL INFORMATION" MEANS INFORMATION WHICH IS TREATED BY THE COMPANY AS
CONFIDENTIAL AND WHICH IS OF VALUE TO THE COMPANY BECAUSE IT HAS NOT BEEN MADE
GENERALLY AVAILABLE TO THE PUBLIC OR TO COMPETITORS OF THE COMPANY (OTHER THAN
BY FAULT OF EXECUTIVE), AND INCLUDES BUT IS NOT LIMITED TO