SECTION 2.5
NO OTHER PAYMENTS.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT,
THAT NO OTHER PAYMENTS OR CONSIDERATION SHALL BE PROVIDED TO EXECUTIVE IN
EXCHANGE FOR ENTERING INTO THIS AGREEMENT OR UPON HIS TERMINATION OF EMPLOYMENT
AND STATUS AS AN OFFICER AND DIRECTOR OF THE PARENT.
EXECUTIVE ACKNOWLEDGES AND
AGREES THAT HE HAS PREVIOUSLY RECEIVED ALL SALARY, BONUSES, VACATION PAY, AND
OTHER FORMS OF COMPENSATION IN CONNECTION WITH HIS SERVICE TO THE PARENT THROUGH
THE EFFECTIVE DATE.
ARTICLE
III:
RESTRICTIVE COVENANTS
SECTION 3.1
ACKNOWLEDGEMENTS.
EXECUTIVE
ACKNOWLEDGES THAT:
(I) AS A RESULT OF EXECUTIVE'S EMPLOYMENT
WITH THE
EMPLOYER, HE OBTAINED SECRET, PROPRIETARY AND CONFIDENTIAL INFORMATION
CONCERNING THE BUSINESS OF THE EMPLOYER, INCLUDING, WITHOUT LIMITATION, BUSINESS
AND MARKETING PLANS, STRATEGIES, EMPLOYEE LISTS, PATRON LISTS, OPERATING
PROCEDURES, BUSINESS RELATIONSHIPS (INCLUDING PERSONS, CORPORATIONS OR OTHER
ENTITIES PERFORMING SERVICES ON BEHALF OF OR OTHERWISE ENGAGED IN BUSINESS
TRANSACTIONS WITH THE EMPLOYER), ACCOUNTS, FINANCIAL DATA, KNOW-HOW, COMPUTER
SOFTWARE AND RELATED DOCUMENTATION, TRADE SECRETS, PROCESSES, POLICIES AND/OR
PERSONNEL, AND OTHER INFORMATION RELATING TO THE EMPLOYER ("CONFIDENTIAL
INFORMATION"); (II) THE CONFIDENTIAL INFORMATION HAS BEEN DEVELOPED AND CREATED
BY THE EMPLOYER AT SUBSTANTIAL EXPENSE AND THE CONFIDENTIAL INFORMATION
CONSTITUTES VALUABLE PROPRIETARY ASSETS AND THE EMPLOYER WILL SUFFER SUBSTANTIAL
DAMAGE AND IRREPARABLE HARM WHICH WILL BE DIFFICULT TO COMPUTE IF, DURING THE
TERM OF THE AGREEMENT AND THEREAFTER, EXECUTIVE SHOULD ENTER A COMPETITIVE
BUSINESS (AS DEFINED HEREIN) IN VIOLATION OF THE PROVISIONS OF THIS AGREEMENT;
(III) THE EMPLOYER WILL SUFFER SUBSTANTIAL DAMAGE WHICH WILL BE DIFFICULT TO
COMPUTE IF, DURING THE TERM OF THE AGREEMENT OR THEREAFTER, EXECUTIVE SHOULD
SOLICIT OR INTERFERE WITH THE EMPLOYER'S EMPLOYEES, PATRONS OR VENDORS OR SHOULD
DIVULGE CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE EMPLOYER; (IV)
THE PROVISIONS OF THIS ARTICLE III ARE REASONABLE AND NECESSARY FOR THE
PROTECTION OF THE BUSINESS OF THE EMPLOYER; (V) THE EMPLOYER WOULD NOT HAVE
ENTERED INTO THIS AGREEMENT UNLESS EXECUTIVE SIGNED THIS AGREEMENT; AND (VI) THE
PROVISIONS OF THIS AGREEMENT WILL NOT PRECLUDE EXECUTIVE FROM OTHER GAINFUL
EMPLOYMENT.
"COMPETITIVE BUSINESS" SHALL MEAN ANY GAMING ESTABLISHMENT WHICH
PROVIDES TO ITS PATRONS GAMES OF CHANCE SUCH AS SLOT MACHINES, CARD GAMES,
ROULETTE, AND SIMILAR GAMES IN THE STATE OF NEW YORK OR WITHIN THE 100 MILE
RADIUS OF NATION TERRITORY.
SECTION 3.2
CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE UNAUTHORIZED DISCLOSURE OR MISUSE OF
CONFIDENTIAL INFORMATION WILL CAUSE SUBSTANTIAL DAMAGE TO THE EMPLOYER.
THEREFORE, EXECUTIVE AGREES NOT TO, AT ANY TIME, EITHER DURING THE TERM OF THE
AGREEMENT OR THEREAFTER, DIVULGE, USE, PUBLISH OR IN ANY OTHER MANNER REVEAL,
DIRECTLY OR INDIRECTLY, TO ANY PERSON, FIRM OR CORPORATION ANY CONFIDENTIAL
INFORMATION OBTAINED OR LEARNED BY EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT
WITH THE EMPLOYER, WITH REGARD TO THE
3
OPERATIONAL, FINANCIAL, BUSINESS OR OTHER AFFAIRS AND ACTIVITIES OF THE
EMPLOYER, THEIR OFFICERS, DIRECTORS OR EMPLOYEES AND THE ENTITIES WITH WHICH
THEY HAVE BUSINESS RELATIONSHIPS, EXCEPT (I) AS MAY BE NECESSARY TO THE
PERFORMANCE OF EXECUTIVE'S DUTIES WITH THE EMPLOYER, (II) WITH THE