greater equity, voting or profit participation
interest in any enterprise that engages in such a competitive activity.
(B)
NON-SOLICIT.
DURING THE RESTRICTED PERIOD, THE EXECUTIVE SHALL
NOT, IN ANY MANNER, DIRECTLY OR INDIRECTLY (WITHOUT THE PRIOR WRITTEN CONSENT OF
THE COMPANY):
(I) SOLICIT ANY CLIENT TO TRANSACT BUSINESS WITH A COMPETITIVE
ENTERPRISE OR TO REDUCE OR REFRAIN FROM DOING ANY BUSINESS WITH THE COMPANY OR
ANY OF ITS AFFILIATED ENTITIES, (II) TRANSACT BUSINESS WITH ANY CLIENT THAT
WOULD CAUSE THE EXECUTIVE TO BE ENGAGED IN A COMPETITIVE ENTERPRISE, (III)
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interfere with or damage any relationship between the Company or any of its
affiliated entities and a Client or (iv) Solicit anyone who is then an employee
of the Company or any of its affiliated entities to resign from the Company or
affiliated entity or to apply for or accept employment with any other business
or enterprise.
(C)
FOR PURPOSES OF THIS AGREEMENT, A "CLIENT" MEANS ANY CLIENT OR
PROSPECTIVE CLIENT OF THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES TO WHOM THE
EXECUTIVE PROVIDED SERVICES, OR FOR WHOM THE EXECUTIVE TRANSACTED BUSINESS, OR
WHOSE IDENTITY BECAME KNOWN TO THE EXECUTIVE IN CONNECTION WITH HIS RELATIONSHIP
WITH OR EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATED ENTITIES, AND
"SOLICIT" MEANS ANY DIRECT OR INDIRECT COMMUNICATION OF ANY KIND, REGARDLESS OF
WHO INITIATES IT, THAT IN ANY WAY INVITES, ADVISES, ENCOURAGES OR REQUESTS ANY
PERSON TO TAKE OR REFRAIN FROM TAKING ANY ACTION.
(D)
CONFIDENTIAL INFORMATION.
THE EXECUTIVE HEREBY ACKNOWLEDGES THAT,
AS AN EMPLOYEE OF THE COMPANY, HE WILL HAVE ACCESS TO CONFIDENTIAL INFORMATION
OF A SPECIAL AND UNIQUE NATURE AND VALUE RELATING TO THE COMPANY AND ITS
STRATEGIC PLAN AND FINANCIAL OPERATIONS.
THE EXECUTIVE FURTHER RECOGNIZES AND
ACKNOWLEDGES THAT ALL SUCH CONFIDENTIAL INFORMATION IS THE EXCLUSIVE PROPERTY OF
THE COMPANY, IS MATERIAL AND CONFIDENTIAL, AND IS CRITICAL TO THE SUCCESSFUL
CONDUCT OF THE BUSINESS OF THE COMPANY.
ACCORDINGLY, THE EXECUTIVE HEREBY
COVENANTS AND AGREES THAT HE SHALL NOT AT ANY TIME, DIRECTLY OR INDIRECTLY,
DIVULGE, REVEAL OR COMMUNICATE ANY SUCH CONFIDENTIAL INFORMATION TO ANY PERSON,
FIRM, CORPORATION OR ENTITY WHATSOEVER, OR USE ANY SUCH CONFIDENTIAL INFORMATION
FOR HIS OWN BENEFIT OR FOR THE BENEFIT OF OTHERS.
NOTWITHSTANDING THE
FOREGOING, THE EXECUTIVE SHALL BE AUTHORIZED TO DISCLOSE CONFIDENTIAL
INFORMATION (I) AS MAY BE REQUIRED BY LAW OR LEGAL PROCESS AFTER PROVIDING THE
COMPANY WITH PRIOR WRITTEN NOTICE AND AN OPPORTUNITY TO RESPOND TO SUCH
DISCLOSURE (UNLESS SUCH NOTICE IS PROHIBITED BY LAW), (II) IN ANY CRIMINAL
PROCEEDING AGAINST HIM AFTER PROVIDING THE COMPANY WITH PRIOR WRITTEN NOTICE AND
AN OPPORTUNITY TO SEEK PROTECTION FOR SUCH CONFIDENTIAL INFORMATION, AND
(III) WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(E)
RETURN OF COMPANY PROPERTY.
ON THE DATE OF TERMINATION (OR AT ANY
TIME PRIOR THERETO AT THE COMPANY'S REQUEST), THE EXECUTIVE SHALL RETURN ALL
PROPERTY (BOTH TANGIBLE AND INTELLECTUAL) BELONGING TO THE COMPANY OR ANY OF ITS
AFFILIATED ENTITIES (INCLUDING, BUT NOT LIMITED TO, FILES, MONTHLY MANAGEMENT
FINANCIAL BOOKLETS, PROJECTIONS, FORECASTS,