THIS AGREEMENT UNTIL
SEPTEMBER 21, 2007 (THE "NONCOMPETE PERIOD"), HE SHALL NOT DIRECTLY OR
INDIRECTLY OWN ANY INTEREST IN, MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH,
RENDER SERVICES FOR, OR IN ANY MANNER ENGAGE IN ANY BUSINESS COMPETING WITH THE
BUSINESSES OF THE COMPANY OR ITS SUBSIDIARIES, AS SUCH BUSINESSES EXIST OR WERE
IN PROCESS DURING HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES, WITHIN ANY
GEOGRAPHICAL AREA IN WHICH THE COMPANY OR ITS SUBSIDIARIES ENGAGE OR
4
PLAN TO ENGAGE IN SUCH BUSINESSES.
NOTHING HEREIN SHALL PROHIBIT EXECUTIVE FROM
BEING A PASSIVE OWNER OF NOT MORE THAN 2% OF THE OUTSTANDING STOCK OF ANY CLASS
OF A CORPORATION WHICH IS PUBLICLY TRADED, SO LONG AS EXECUTIVE HAS NO ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
IN THE EVENT EXECUTIVE IS
APPROACHED BY A THIRD PARTY THAT IS NOT A COMPETITOR OF THE COMPANY AND ASKED TO
ADVISE SUCH THIRD PARTY WITH RESPECT TO A POTENTIAL ACQUISITION OF THE COMPANY,
EXECUTIVE MAY REQUEST THE CONSENT OF THE COMPANY TO ACT IN SUCH CAPACITY AND THE
COMPANY WILL CONSIDER SUCH REQUEST IN GOOD FAITH.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE COMPANY OR
SUCH SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE
COMPANY OR ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS
AN EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING HIS EMPLOYMENT
BY THE COMPANY AND ITS SUBSIDIARIES OR (III) INDUCE OR ATTEMPT TO INDUCE ANY
CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF
THE COMPANY OR ANY SUBSIDIARY TO CEASE DOING BUSINESS WITH THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY
SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, MAKING ANY NEGATIVE OR DISPARAGING
STATEMENTS OR COMMUNICATIONS REGARDING THE COMPANY OR ITS SUBSIDIARIES).
(C)
IF, AT THE TIME OF ENFORCEMENT OF THIS PARAGRAPH 4, A COURT SHALL
HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS STATED HEREIN ARE
UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES AGREE THAT THE
MAXIMUM DURATION, SCOPE OR AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE
SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND THAT THE COURT SHALL BE
ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM PERIOD,
SCOPE AND AREA PERMITTED BY LAW.
EXECUTIVE ACKNOWLEDGES THAT THE RESTRICTIONS
CONTAINED IN THIS PARAGRAPH 4 ARE REASONABLE AND THAT HE HAS REVIEWED THE
PROVISIONS OF THIS AGREEMENT WITH HIS LEGAL COUNSEL.
(D)
IN THE EVENT OF THE BREACH OR A THREATENED BREACH BY EXECUTIVE OF
ANY OF THE PROVISIONS OF THIS PARAGRAPH 4, THE COMPANY WOULD SUFFER IRREPARABLE
HARM, AND IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN
ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR
INJUNCTIVE OR OTHER EQUITABLE