FROM TIME TO TIME THROUGHOUT
THE PERIOD OF EMPLOYMENT (INCLUDING, WITHOUT LIMITATION, THE CORPORATION'S
INSIDER TRADING AND ETHICS POLICIES, AS THEY MAY CHANGE FROM TIME TO TIME).
DURING THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL REPORT SOLELY TO THE BOARD.
THE EXECUTIVE HEREBY RESIGNS FROM EACH AND EVERY BOARD COMMITTEE ON WHICH HE
CURRENTLY SERVES.
1.3
NO OTHER EMPLOYMENT; MINIMUM TIME COMMITMENT.
DURING THE PERIOD OF EMPLOYMENT, THE EXECUTIVE SHALL BOTH (X) DEVOTE
SUBSTANTIALLY ALL OF THE EXECUTIVE'S BUSINESS TIME, ENERGY AND SKILL TO THE
PERFORMANCE OF THE EXECUTIVE'S DUTIES FOR THE CORPORATION, AND (Y) HOLD NO OTHER
EMPLOYMENT.
NOTHING HEREIN SHALL PRECLUDE THE EXECUTIVE FROM (I) CONTINUING TO
SERVE ON THE BOARDS OF DIRECTORS OF THE CORPORATIONS OR ENTITIES LISTED ON
SCHEDULE 1 ANNEXED HERETO, (II) SERVING ON SUCH OTHER BOARDS OF DIRECTORS OF
OTHER BUSINESS ENTITIES AS THE BOARD APPROVES IN WRITING, (III) ENGAGING IN A
REASONABLE LEVEL OF CHARITABLE ACTIVITIES AND COMMUNITY AFFAIRS, INCLUDING
SERVING ON BOARDS OF DIRECTORS OR THE EQUIVALENT AND (IV) MANAGING HIS PERSONAL
INVESTMENTS AND AFFAIRS, PROVIDED THAT THE ACTIVITIES SET FORTH IN THIS
SECTION 1.3(I), (II) AND (III) DO NOT INTERFERE IN A MATERIAL WAY WITH THE
EFFECTIVE DISCHARGE OF HIS DUTIES AND RESPONSIBILITIES TO THE CORPORATION.
THE
CORPORATION HEREBY AGREES THAT THE EXECUTIVE'S SERVICE ON THE BOARDS OF
DIRECTORS OF THE ENTITIES LISTED ON SCHEDULE 1 AND THE OTHER ENTITIES APPROVED
BY THE BOARD SHALL NOT BE DEEMED TO BE A VIOLATION OF THE NON-COMPETITION AND
NON-SOLICITATION PROVISIONS OF SECTION 7, 10 AND 11 GIVEN THE CURRENT SCOPE AND
BUSINESS ACTIVITIES OF THOSE ENTITIES.
HOWEVER, THE CORPORATION SHALL HAVE THE
RIGHT TO REQUIRE THE EXECUTIVE TO RESIGN FROM ANY BOARD OR SIMILAR BODY WHICH HE
MAY THEN SERVE IF THE BOARD REASONABLY DETERMINES IN WRITING THAT THE
EXECUTIVE'S SERVICE ON SUCH BOARD OR BODY MATERIALLY INTERFERES WITH THE
EFFECTIVE DISCHARGE OF THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES TO THE
CORPORATION OR THAT ANY BUSINESS RELATED TO SUCH SERVICE IS THEN IN MATERIAL
COMPETITION WITH ANY BUSINESS OF ANY ENTITY WITHIN THE COMPANY GROUP (AS SUCH
TERM IS DEFINED IN SECTION 7).
1.4
NO BREACH OF CONTRACT.
THE EXECUTIVE HEREBY
REPRESENTS TO THE CORPORATION THAT TO THE BEST OF THE EXECUTIVE'S KNOWLEDGE: (I)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT BY THE EXECUTIVE AND THE
CORPORATION AND THE PERFORMANCE BY THE EXECUTIVE OF THE EXECUTIVE'S DUTIES
HEREUNDER SHALL NOT CONSTITUTE A BREACH OF, OR OTHERWISE CONTRAVENE, THE TERMS
OF ANY OTHER AGREEMENT OR POLICY TO WHICH THE EXECUTIVE IS A PARTY OR OTHERWISE
BOUND; (II) THAT THE EXECUTIVE HAS NO INFORMATION (INCLUDING, WITHOUT
LIMITATION, CONFIDENTIAL INFORMATION AND TRADE SECRETS) RELATING TO ANY OTHER
PERSON OR ENTITY WHICH WOULD PREVENT, OR BE VIOLATED BY, THE EXECUTIVE ENTERING
INTO THIS AGREEMENT OR CARRYING OUT HIS DUTIES HEREUNDER; (III) THAT THE
EXECUTIVE IS NOT BOUND BY ANY CONFIDENTIALITY, TRADE SECRET OR SIMILAR AGREEMENT
(OTHER THAN THIS AGREEMENT AND THE INVENTIONS AGREEMENT REFERRED TO IN
SECTION 9) WITH ANY OTHER PERSON OR ENTITY.
2
1.5
LOCATION.