OR ANY REPLACEMENT POLICY OR POLICIES ADOPTED BY THE
BOARD OR THE COMPENSATION COMMITTEE SETTING FORTH STANDARDS FOR SEEKING THE
RETURN (RECOUPMENT) FROM EXECUTIVE OFFICERS OF INCENTIVE PAYMENTS IF SUCH
PAYMENTS WERE INFLATED DUE TO FINANCIAL RESULTS THAT ARE LATER RESTATED;
PROVIDED THAT ANY SUCH REPLACEMENT POLICY THAT WOULD HAVE A MATERIAL ADVERSE
AFFECT ON EXECUTIVE SHALL ONLY BE EFFECTIVE PROSPECTIVELY.
9.
NON-COMPETITION.
A.
EXECUTIVE ACKNOWLEDGES AND RECOGNIZES THE HIGHLY COMPETITIVE
NATURE OF THE BUSINESSES OF THE COMPANY AND ITS AFFILIATES AND ACCORDINGLY
AGREES AS FOLLOWS:
8
(I)
DURING THE EMPLOYMENT TERM AND, FOR A PERIOD OF TWELVE MONTHS
FOLLOWING THE DATE EXECUTIVE CEASES TO BE EMPLOYED BY THE COMPANY FOR ANY REASON
(THE "RESTRICTED PERIOD"), EXECUTIVE WILL NOT, WHETHER ON EXECUTIVE'S OWN BEHALF
OR ON BEHALF OF OR IN CONJUNCTION WITH ANY PERSON, FIRM, PARTNERSHIP, JOINT
VENTURE, ASSOCIATION, CORPORATION OR OTHER BUSINESS ORGANIZATION, ENTITY OR
ENTERPRISE WHATSOEVER ("PERSON"), DIRECTLY OR INDIRECTLY SOLICIT OR ASSIST IN
SOLICITING IN COMPETITION WITH THE COMPANY, THE WIRE OR CABLE BUSINESS OF ANY
CLIENT OR PROSPECTIVE CLIENT:
(A)
WITH WHOM EXECUTIVE HAD PERSONAL CONTACT OR DEALINGS ON BEHALF OF
THE COMPANY DURING THE ONE YEAR PERIOD PRECEDING EXECUTIVE'S TERMINATION OF
EMPLOYMENT;
(B)
WITH WHOM EMPLOYEES REPORTING TO EXECUTIVE HAVE HAD PERSONAL
CONTACT OR DEALINGS ON BEHALF OF THE COMPANY DURING THE ONE YEAR PERIOD
IMMEDIATELY PRECEDING EXECUTIVE'S TERMINATION OF EMPLOYMENT; OR
(C)
FOR WHOM EXECUTIVE HAD DIRECT OR INDIRECT RESPONSIBILITY DURING THE
ONE-YEAR PERIOD IMMEDIATELY PRECEDING EXECUTIVE'S TERMINATION OF EMPLOYMENT.
(II)
DURING THE RESTRICTED PERIOD, EXECUTIVE WILL NOT DIRECTLY OR
INDIRECTLY:
(A)
ENGAGE IN ANY BUSINESS THAT MANUFACTURES OR DISTRIBUTES WIRE OR
CABLE IN ANY GEOGRAPHICAL AREA THAT IS WITHIN 100 MILES OF ANY GEOGRAPHICAL AREA
WHERE THE COMPANY OR ITS AFFILIATES MANUFACTURES OR DISTRIBUTES WIRE OR CABLE (A
"COMPETITIVE BUSINESS");
(B)
ENTER THE EMPLOY OF, OR RENDER ANY SERVICES TO, ANY PERSON (OR ANY
DIVISION OR CONTROLLED OR CONTROLLING AFFILIATE OF ANY PERSON) WHO OR WHICH
ENGAGES IN A COMPETITIVE BUSINESS;
(C)
ACQUIRE A FINANCIAL INTEREST IN, OR OTHERWISE BECOME ACTIVELY
INVOLVED WITH, ANY COMPETITIVE BUSINESS, DIRECTLY OR INDIRECTLY, AS AN
INDIVIDUAL, PARTNER, SHAREHOLDER, OFFICER, DIRECTOR, PRINCIPAL, AGENT, TRUSTEE
OR CONSULTANT; OR
(D)
INTERFERE WITH, OR ATTEMPT TO INTERFERE WITH, BUSINESS
RELATIONSHIPS (WHETHER FORMED BEFORE, ON OR AFTER THE DATE OF THIS AGREEMENT)
BETWEEN THE COMPANY OR ANY OF ITS AFFILIATES AND CUSTOMERS, CLIENTS, SUPPLIERS,
PARTNERS, MEMBERS OR INVESTORS OF THE COMPANY OR ITS AFFILIATES.
(III)
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT,
EXECUTIVE MAY, DIRECTLY OR INDIRECTLY OWN, SOLELY AS AN INVESTMENT, SECURITIES
OF ANY PERSON ENGAGED IN THE BUSINESS OF THE COMPANY OR ITS AFFILIATES WHICH ARE
PUBLICLY TRADED ON A NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE
OVER-THE-COUNTER MARKET IF EXECUTIVE (A) IS NOT A CONTROLLING PERSON OF, OR A
MEMBER OF A GROUP WHICH CONTROLS, SUCH PERSON AND (B) DOES NOT, DIRECTLY OR
INDIRECTLY, OWN 5% OR MORE OF ANY CLASS OF SECURITIES OF SUCH PERSON.
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(IV)
DURING THE RESTRICTED PERIOD, EXECUTIVE WILL NOT,