THEY CURRENTLY
CONDUCT BUSINESS OR PLAN TO CONDUCT BUSINESS PRIOR TO THE END OF THE APPLICABLE
ABOVE-REFERENCED TWO-YEAR PERIOD, IN EACH CASE WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY AND/OR HDS (AS APPLICABLE), WHICH MAY BE APPROVED OR DENIED IN
THE COMPANY'S AND/OR HDS'S (AS APPLICABLE) DISCRETION.
(B)
YOU AGREE THAT WHILE EMPLOYED BY THE COMPANY OR HDS (AS
APPLICABLE) OR ANY OF THEIR RESPECTIVE AFFILIATES, AND (I) AS THIS PROVISION
RELATES TO THE COMPANY, FOR THREE YEARS FOLLOWING THE CLOSING DATE, AND (II) AS
THIS PROVISION RELATES TO HDS, FOR THREE YEARS FOLLOWING YOUR TERMINATION OF
EMPLOYMENT WITH HDS OR ITS AFFILIATES (WHICH SHALL INCLUDE A TERMINATION OF
EMPLOYMENT IN THE EVENT HDS DOES NOT OFFER YOU, OR OFFER TO CONTINUE YOUR,
EMPLOYMENT) (EITHER PERIOD REFERRED TO HEREIN AS THE "NON-SOLICIT RESTRICTED
PERIOD"), YOU WILL NOT, DIRECTLY OR INDIRECTLY, SOLICIT (A) WITH RESPECT TO THE
COMPANY, ANY PERSON WHO IS (OR WAS DURING THE SIX-MONTH PERIOD PRIOR TO SUCH
SOLICITATION) AN EMPLOYEE OF THE COMPANY OR ITS AFFILIATES (OTHER THAN AN
EMPLOYEE OF THE HDS BUSINESS SEGMENT AS OF IMMEDIATELY PRIOR TO THE CONSUMMATION
OF A SALE) AND (B) WITH RESPECT TO HDS, ANY PERSON WHO IS AN EMPLOYEE (OR WAS
DURING THE SIX-MONTH PERIOD PRIOR TO SUCH SOLICITATION) OF HDS OR ITS AFFILIATES
AS OF IMMEDIATELY FOLLOWING THE CLOSING DATE OR THEREAFTER, TO TERMINATE HIS OR
HER RELATIONSHIP WITH THE COMPANY OR HDS (AS APPLICABLE) OR ANY OF THEIR
RESPECTIVE AFFILIATES. THE FOREGOING SHALL NOT BE VIOLATED BY GENERAL
ADVERTISING THAT IS NOT SPECIFICALLY TARGETED AT EMPLOYEES OF THE COMPANY OR HDS
(AS APPLICABLE).
(C)
THE COMPANY ACKNOWLEDGES AND AGREES THAT DURING YOUR PERIOD OF
EMPLOYMENT WITH HDS FOLLOWING A SALE, SECTION 10(A) SHALL NOT PROHIBIT YOU FROM
PERFORMING SERVICES FOR HDS OR SHALL APPLY TO ACTIONS TAKEN BY YOU IN THE COURSE
OF SUCH EMPLOYMENT.
IN THE EVENT YOUR EMPLOYMENT WITH HDS TERMINATES PRIOR TO
THE EXPIRATION OF THE APPLICABLE RESTRICTED PERIOD AS IT RELATES TO THE COMPANY
UNDER SECTION 10(A), THE FOREGOING EXCEPTION SHALL NOT APPLY, AND THE COMPANY
SHALL BE ENTITLED TO ENFORCE THE RESTRICTIONS SET FORTH IN SECTION 10(A) AGAINST
YOU AS THOSE RESTRICTIONS RELATE TO THE BUSINESSES OF THE COMPANY AND OF THE HDS
BUSINESS SEGMENT AS IT EXISTED ON THE CLOSING DATE.
(D)
THE COMPANY, HDS AND YOU ACKNOWLEDGE THAT THE TIME, SCOPE,
GEOGRAPHIC AREA AND OTHER PROVISIONS OF SECTIONS 9 AND 10 HAVE BEEN SPECIFICALLY
NEGOTIATED BY SOPHISTICATED COMMERCIAL PARTIES AND AGREE THAT ALL SUCH
PROVISIONS ARE REASONABLE UNDER THE CIRCUMSTANCES OF
THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT.
YOU ACKNOWLEDGE AND AGREE THAT
THE TERMS OF SECTIONS 9 AND 10: (I) ARE REASONABLE IN LIGHT OF ALL OF THE
CIRCUMSTANCES, (II) ARE SUFFICIENTLY LIMITED TO PROTECT THE LEGITIMATE INTERESTS
OF THE COMPANY AND HDS AND THEIR RESPECTIVE AFFILIATES, (III) IMPOSE NO UNDUE
HARDSHIP ON YOU, (IV) ARE NOT INJURIOUS TO THE PUBLIC, (V) WERE A CONDITION TO
THE WILLINGNESS OF THE COMPANY AND HDS TO PROVIDE THE PAYMENTS UNDER