TERM OF
THE RESTRICTIVE COVENANTS IN THIS SECTION 6 (THE "NON-COMPETE TERM") SHALL
COMMENCE ON THE DATE HEREOF AND SHALL TERMINATE EIGHTEEN MONTHS AFTER THE DATE
OF TERMINATION OF EXECUTIVE.
FOR PURPOSES OF THIS SECTION 6, REFERENCES TO
COMPANY SHALL INCLUDE ALL AFFILIATES OF THE COMPANY AND THE COVENANTS CONTAINED
IN THIS SECTION 6 SHALL BE ENFORCEABLE AGAINST EXECUTIVE BY EACH SUCH AFFILIATE
AS THIRD PARTY BENEFICIARIES.
(B)
NON-COMPETITION.
DURING THE NON-COMPETE
TERM, EXECUTIVE SHALL NOT, UNLESS ACTING AS AN OFFICER OR EMPLOYEE OF, OR
CONSULTANT TO, THE COMPANY DIRECTLY OR INDIRECTLY, (I) OWN, MANAGE, OPERATE,
JOIN, CONTROL OR PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL
OF, OR BE CONNECTED AS AN OFFICER, DIRECTOR, EMPLOYEE, STOCKHOLDER, PARTNER,
ADVISOR, CONSULTANT OR OTHERWISE WITH, OR PROVIDE ANY FINANCING OR LEASE ANY
ASSETS TO, ANY ENTITY THAT ENGAGES IN OR INTENDS TO ENGAGE IN ANY COMPETING
BUSINESS, OR (II) SOLICIT, EMPLOY, RETAIN AS A CONSULTANT, INTERFERE WITH OR
ATTEMPT TO ENTICE AWAY FROM THE COMPANY, ANY PROTECTED EMPLOYEE, OR
(III) SOLICIT, INTERFERE WITH OR ATTEMPT TO ENTICE AWAY FROM THE COMPANY, ANY
PERSON WHICH HAS BEEN OR IS DURING THE EIGHTEEN-MONTH PERIOD PRECEDING THE DATE
ON WHICH A DETERMINATION IS MADE A CUSTOMER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES.
OWNERSHIP OF NOT MORE THAN 2% OF THE OUTSTANDING STOCK OF ANY
PUBLICLY TRADED COMPANY SHALL NOT BE A VIOLATION OF THIS SECTION 6 SO LONG AS
EXECUTIVE DOES NOT PARTICIPATE IN THE MANAGEMENT OF SUCH COMPANY.
(C)
CONFIDENTIALITY.
FROM AND AFTER THE
COMMENCEMENT OF THE TERM, EXECUTIVE AGREES NOT TO DIVULGE, COMMUNICATE, USE TO
THE DETRIMENT OF THE COMPANY, FOR EXECUTIVE'S BENEFIT OR THE BENEFIT OF ANY
OTHER PERSON, OR MISUSE IN ANY WAY, IN WHOLE OR IN PART, ANY PROPRIETARY OR
CONFIDENTIAL INFORMATION OR TRADE SECRETS RELATED TO THE COMPANY AS IT MAY EXIST
FROM TIME TO TIME, INCLUDING, WITHOUT LIMITATION, THE COMPANY'S TRADE SECRETS OR
OTHER INTELLECTUAL PROPERTY RIGHTS, PERSONNEL INFORMATION, KNOW-HOW, CUSTOMER
LISTS, OR OTHER CONFIDENTIAL OR PROPRIETARY DATA.
EXECUTIVE ACKNOWLEDGES THAT
THE LIST OF THE COMPANY'S CUSTOMERS AS IT MAY EXIST FROM TIME TO TIME, AND THE
COMPANY'S PROPRIETARY OR CONFIDENTIAL INFORMATION, AND TRADE SECRETS, ARE
VALUABLE, SPECIAL AND UNIQUE ASSETS OF THE COMPANY.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT ANY INFORMATION OR DATA HE HAS ACQUIRED ON ANY OF THESE MATTERS OR
ITEMS WAS RECEIVED IN CONFIDENCE.
EXECUTIVE AGREES TO HOLD, AS THE PROPERTY OF
THE COMPANY, ALL MEMORANDA, BOOKS, PAPERS, LETTERS AND OTHER DATA AND ALL COPIES
THEREOF OR THEREFROM, MADE BY HIM OR OTHERWISE COMING INTO HIS POSSESSION, AND
AT ANY TIME TO DELIVER THE SAME TO THE COMPANY UPON THEIR DEMAND.
(D)
REASONABLE LIMITATIONS.
EXECUTIVE
ACKNOWLEDGES THAT GIVEN THE NATURE OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY
AND OF THE COMPANY'S BUSINESS THE COVENANTS CONTAINED IN THIS SECTION 6 CONTAIN
REASONABLE LIMITATIONS AS TO TIME, GEOGRAPHICAL AREA AND SCOPE OF ACTIVITY TO BE
RESTRAINED, AND DO NOT IMPOSE A GREATER RESTRAINT THAN IS NECESSARY TO PROTECT
THE LEGITIMATE BUSINESS INTERESTS OF THE COMPANY INCLUDING,