CONSENT OF THE COMPANY, DIRECTLY OR INDIRECTLY, ENTER INTO, ENGAGE
IN, ASSIST, GIVE OR LEND FUNDS TO OR OTHERWISE FINANCE, BE EMPLOYED BY OR
CONSULT WITH, OR HAVE A FINANCIAL OR OTHER INTEREST (OTHER THAN (I) AN OWNERSHIP
INTEREST OF LESS THAN 1% OF THE OUTSTANDING COMMON EQUITY SECURITIES IN ANY
PUBLICLY TRADED COMPANY AND (II) AN INVESTMENT BY THE EXECUTIVE IN THE
RESTAURANT BUSINESS OPERATED BY THE EXECUTIVE'S BROTHER) IN, ANY BUSINESS WHICH
COMPETES WITH THE BUSINESS, WHETHER FOR OR BY HIMSELF OR AS AN INDEPENDENT
CONTRACTOR, AGENT, STOCKHOLDER, PARTNER OR JOINT VENTURER FOR ANY OTHER PERSON.
TO THE EXTENT THAT THE COVENANT PROVIDED FOR IN THIS SECTION 8(A) OR
SECTION 8(B) MAY LATER BE DEEMED BY A COURT TO BE TOO BROAD TO BE ENFORCED WITH
RESPECT TO ITS DURATION OR WITH RESPECT TO ANY PARTICULAR ACTIVITY OR GEOGRAPHIC
AREA, THE COURT MAKING SUCH DETERMINATION SHALL HAVE THE POWER TO REDUCE THE
DURATION OR SCOPE OF THIS SECTION 8(A) AND SECTION 8(B), AND TO ADD OR DELETE
SPECIFIC WORDS OR PHRASES.
THIS SECTION 8(A) AND SECTION 8(B) AS MODIFIED SHALL
THEN BE ENFORCED.
(B)
THE EXECUTIVE COVENANTS AND AGREES THAT DURING THE NON-COMPETE
PERIOD, THE EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY, EITHER FOR HIMSELF OR
FOR ANY OTHER PERSON (I) SOLICIT ANY EMPLOYEE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO TERMINATE HIS OR HER EMPLOYMENT WITH THE COMPANY OR ANY OF ITS
SUBSIDIARIES, (II) SOLICIT ANY CUSTOMER OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO PURCHASE PRODUCTS OR SERVICES OF OR ON BEHALF OF THE EXECUTIVE
OR SUCH OTHER PERSON THAT ARE COMPETITIVE WITH THE PRODUCTS OR SERVICES PROVIDED
BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR (III) TAKE ANY ACTION (NOT
OTHERWISE DESCRIBED IN SECTION 8(B)(I) AND (II)) INTENDED TO CAUSE INJURY TO THE
RELATIONSHIPS BETWEEN THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY OF THEIR
EMPLOYEES AND ANY LESSOR, LESSEE, VENDOR, SUPPLIER, CUSTOMER, DISTRIBUTOR,
EMPLOYEE, CONSULTANT OR OTHER BUSINESS ASSOCIATE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES AS SUCH
8
RELATIONSHIP RELATES TO THE COMPANY'S OR ANY OF ITS SUBSIDIARIES' CONDUCT OF THE
BUSINESS. NOTWITHSTANDING THE FOREGOING, THE RESTRICTIONS SET FORTH IN
SECTION 8(B)(I) SHALL EXPIRE ON THE FIRST ANNIVERSARY OF A LIQUIDATION EVENT.
(C)
THE EXECUTIVE UNDERSTANDS THAT THE FOREGOING RESTRICTIONS MAY
LIMIT HIS ABILITY TO EARN A LIVELIHOOD IN A BUSINESS SIMILAR TO THE BUSINESS,
BUT HE NEVERTHELESS BELIEVES THAT HE HAS RECEIVED AND WILL RECEIVE SUFFICIENT
CONSIDERATION AND OTHER BENEFITS UNDER THIS AGREEMENT AND THE PLIANT 2006
RESTRICTED STOCK INCENTIVE PLAN AND PLIANT DEFERRED CASH INCENTIVE PLAN TO
CLEARLY JUSTIFY SUCH RESTRICTIONS WHICH, IN ANY EVENT, HE DOES NOT BELIEVE WOULD
PREVENT HIM FROM OTHERWISE EARNING A LIVING.
SECTION 9.
DELIVERY OF MATERIALS UPON TERMINATION OF EMPLOYMENT.
The Executive shall deliver to the Company at either (i) the termination of the
Employment Period or, (ii) the termination of the Executive's employment during
any Post-Employment Agreement Period, or (iii) at any other time the Company may
request,