REGARDING ANY SUCH WRITINGS, COMPUTER SOFTWARE,
INVENTIONS, IMPROVEMENTS, PROCESSES, PROCEDURES AND TECHNIQUES. PARTICIPANT
ACKNOWLEDGES THAT THE COMPANY FROM TIME TO TIME MAY HAVE AGREEMENTS WITH OTHER
PERSONS OR ENTITIES WHICH IMPOSE OBLIGATIONS OR RESTRICTIONS ON THE COMPANY
REGARDING INVENTIONS MADE DURING THE COURSE OF WORK THEREUNDER OR REGARDING THE
CONFIDENTIAL NATURE OF SUCH WORK. PARTICIPANT SHALL BE BOUND BY ALL SUCH
OBLIGATIONS AND RESTRICTIONS AND TAKE ALL ACTION NECESSARY TO DISCHARGE THE
OBLIGATIONS OF THE COMPANY.
2
6.
NON-SOLICITATION AND NON-COMPETITION RESTRICTIONS.
TO PROTECT
SECRET AND CONFIDENTIAL INFORMATION, AND IN THE EVENT OF PARTICIPANT'S
TERMINATION OF EMPLOYMENT FOR ANY REASON WHATSOEVER, WHETHER BY PARTICIPANT OR
THE COMPANY, THE PARTICIPANT WILL BE SUBJECT TO THE FOLLOWING RESTRICTIVE
COVENANTS AS A FURTHER CONDITION OF HIS OR HER PARTICIPATION IN THE PLAN AND
ENTITLEMENT TO RECEIVE AND RETAIN ANY PAYMENTS OR BENEFITS UNDER THE PLAN.
(A)
NON-COMPETITION.
FOR SO LONG AS THE PARTICIPANT IS EMPLOYED BY
THE COMPANY AND DURING THE DEEMED SEVERANCE PERIOD APPLICABLE TO SUCH
PARTICIPANT, THE PARTICIPANT SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE
COMPANY:
(1)
PERSONALLY ENGAGE IN COMPETITIVE ACTIVITIES (AS DEFINED BELOW); OR
(2)
WORK FOR, OWN, MANAGE, OPERATE, CONTROL, OR PARTICIPATE IN THE
OWNERSHIP, MANAGEMENT, OPERATION, OR CONTROL OF, OR PROVIDE CONSULTING OR
ADVISORY SERVICES TO, ANY PERSON, PARTNERSHIP, FIRM, CORPORATION, INSTITUTION OR
OTHER ENTITY ENGAGED IN COMPETITIVE ACTIVITIES, OR ANY COMPANY OR PERSON
AFFILIATED WITH SUCH PERSON OR ENTITY ENGAGED IN COMPETITIVE ACTIVITIES;
PROVIDED THAT THE PARTICIPANT'S PURCHASE OR HOLDING, FOR INVESTMENT PURPOSES, OF
SECURITIES OF A PUBLICLY TRADED COMPANY SHALL NOT CONSTITUTE "OWNERSHIP" OR
"PARTICIPATION IN THE OWNERSHIP" FOR PURPOSES OF THIS PARAGRAPH SO LONG AS SUCH
EQUITY INTEREST IN ANY SUCH COMPANY IS LESS THAN A CONTROLLING INTEREST.
(B)
COMPETITIVE ACTIVITIES.
FOR PURPOSES HEREOF, "COMPETITIVE
ACTIVITIES" MEANS ACTIVITIES RELATING TO PRODUCTS OR SERVICES OF THE SAME OR
SIMILAR TYPE AS THE PRODUCTS OR SERVICES (1) WHICH ARE SOLD (OR, PURSUANT TO AN
EXISTING BUSINESS PLAN, WILL BE SOLD) TO PAYING CUSTOMERS OF THE COMPANY, AND
(2) FOR WHICH THE PARTICIPANT HAS RESPONSIBILITY TO PLAN, DEVELOP, MANAGE,
MARKET, OVERSEE OR PERFORM, OR HAD ANY SUCH RESPONSIBILITY WITHIN THE
PARTICIPANT'S MOST RECENT 24 MONTHS OF EMPLOYMENT WITH THE COMPANY.
NOTWITHSTANDING THE PREVIOUS SENTENCE, AN ACTIVITY SHALL NOT BE TREATED AS A
COMPETITIVE ACTIVITY IF THE GEOGRAPHIC MARKETING AREA OF THE RELEVANT PRODUCTS
OR SERVICES DOES NOT OVERLAP WITH THE GEOGRAPHIC MARKETING AREA FOR THE
APPLICABLE PRODUCTS AND SERVICES OF THE COMPANY.
(C)
INTERFERENCE WITH BUSINESS RELATIONS.
FOR SO LONG AS THE
PARTICIPANT IS EMPLOYED BY THE COMPANY AND DURING THE DEEMED SEVERANCE PERIOD
APPLICABLE TO SUCH PARTICIPANT, THE PARTICIPANT SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY:
(1)
RECRUIT, INDUCE OR SOLICIT ANY EMPLOYEE OR OFFICER, DIRECTLY OR
INDIRECTLY, OF THE COMPANY FOR EMPLOYMENT OR FOR RETENTION AS A CONSULTANT OR
SERVICE PROVIDER;
(2)
HIRE OR PARTICIPATE (WITH ANOTHER PERSON OR ENTITY) IN THE PROCESS
OF HIRING (OTHER THAN FOR THE COMPANY) ANY PERSON WHO IS THEN AN EMPLOYEE OR
OFFICER