THIS AGREEMENT, PROVIDED THAT THE PURCHASE AND SALE
AGREEMENT IS NEGOTIATED IN GOOD FAITH WITH CUSTOMARY TERMS AND PROVISIONS AND
THE TRANSACTION CONTEMPLATED THEREBY IS CONSUMMATED.
NOTWITHSTANDING THE
FOREGOING, IN NO EVENT SHALL EMPLOYEE BE BOUND BY, OR OBLIGATED TO ENTER INTO,
ANY NON-COMPETITION PROVISIONS REFERRED TO IN THIS SECTION 2(B) WHICH EXTEND
BEYOND TWELVE (12) MONTHS, IN EACH CASE FROM THE DATE OF TERMINATION OF
EMPLOYEE'S EMPLOYMENT HEREUNDER OR WHOSE SCOPE EXTENDS THE SCOPE OF THE
NON-COMPETITION PROVISIONS SET FORTH IN THIS SECTION 2(B).
THE TWELVE (12)
MONTH TIME PERIOD REFERRED TO ABOVE SHALL BE TOLLED ON A DAY-FOR-DAY BASIS FOR
EACH DAY DURING WHICH EMPLOYEE PARTICIPATES IN ANY ACTIVITY IN VIOLATION OF THIS
SECTION 2(B) SO THAT EMPLOYEE IS RESTRICTED FROM ENGAGING IN THE CONDUCT
REFERRED TO IN THIS SECTION 2(B) FOR A FULL TWELVE (12) MONTHS.
(C)
NON-SOLICITATION OF EMPLOYEES.
EMPLOYEE
RECOGNIZES THAT HE WILL POSSESS CONFIDENTIAL INFORMATION ABOUT OTHER EMPLOYEES
OF THE COMPANY AND ITS SUBSIDIARIES OR
3
AFFILIATES RELATING TO THEIR EDUCATION, EXPERIENCE, SKILLS, ABILITIES,
COMPENSATION AND BENEFITS, AND INTER-PERSONAL RELATIONSHIPS WITH SUPPLIERS TO
AND CUSTOMERS OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES.
EMPLOYEE
RECOGNIZES THAT THE INFORMATION HE WILL POSSESS ABOUT THESE OTHER EMPLOYEES IS
NOT GENERALLY KNOWN, IS OF SUBSTANTIAL VALUE TO THE COMPANY AND ITS SUBSIDIARIES
OR AFFILIATES IN DEVELOPING THEIR RESPECTIVE BUSINESSES AND IN SECURING AND
RETAINING CUSTOMERS, AND WILL BE ACQUIRED BY EMPLOYEE BECAUSE OF EMPLOYEE'S
BUSINESS POSITION WITH THE COMPANY.
EMPLOYEE AGREES THAT, DURING THE TERM (AND
FOR A PERIOD OF 24 MONTHS BEYOND THE EXPIRATION OF THE TERM), EMPLOYEE WILL NOT,
DIRECTLY OR INDIRECTLY, SOLICIT OR RECRUIT ANY EMPLOYEE OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES FOR THE PURPOSE OF BEING EMPLOYED BY EMPLOYEE OR
BY ANY BUSINESS, INDIVIDUAL, PARTNERSHIP, FIRM, CORPORATION OR OTHER ENTITY ON
WHOSE BEHALF EMPLOYEE IS ACTING AS AN AGENT, REPRESENTATIVE OR EMPLOYEE AND THAT
EMPLOYEE WILL NOT CONVEY ANY SUCH CONFIDENTIAL INFORMATION OR TRADE SECRETS
ABOUT OTHER EMPLOYEES OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES TO
ANY OTHER PERSON EXCEPT WITHIN THE SCOPE OF EMPLOYEE'S DUTIES HEREUNDER.
(D)
PROPRIETARY RIGHTS; ASSIGNMENT.
ALL
EMPLOYEE DEVELOPMENTS SHALL BE MADE FOR HIRE BY THE EMPLOYEE FOR THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR AFFILIATES.
"EMPLOYEE DEVELOPMENTS" MEANS ANY IDEA,
DISCOVERY, INVENTION, DESIGN, METHOD, TECHNIQUE, IMPROVEMENT, ENHANCEMENT,
DEVELOPMENT, COMPUTER PROGRAM, MACHINE, ALGORITHM OR OTHER WORK OR AUTHORSHIP
THAT (I) RELATES TO THE BUSINESS OR OPERATIONS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES, OR (II) RESULTS FROM OR IS SUGGESTED BY ANY
UNDERTAKING ASSIGNED TO THE EMPLOYEE OR WORK PERFORMED BY THE EMPLOYEE FOR OR ON
BEHALF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, WHETHER CREATED
ALONE OR WITH OTHERS, DURING OR AFTER WORKING HOURS.
ALL CONFIDENTIAL
INFORMATION AND ALL EMPLOYEE DEVELOPMENTS SHALL REMAIN THE SOLE PROPERTY OF THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES.
THE EMPLOYEE SHALL ACQUIRE NO
PROPRIETARY INTEREST IN ANY CONFIDENTIAL INFORMATION OR EMPLOYEE DEVELOPMENTS
DEVELOPED OR