PUBLICLY; (II) IS IN THE PUBLIC DOMAIN OR HEREAFTER ENTERS THE PUBLIC DOMAIN
WITHOUT THE BREACH OF THE EXECUTIVE OF THIS SECTION 7(A); (III) IS KNOWN TO THE
EXECUTIVE PRIOR TO THE EXECUTIVE'S RECEIPT OF SUCH INFORMATION FROM THE COMPANY
OR ANY OF ITS SUBSIDIARIES, AS EVIDENCED BY WRITTEN RECORDS OF THE EXECUTIVE; OR
(IV) IS DISCLOSED AFTER TERMINATION OF THE EXECUTIVE'S EMPLOYMENT TO THE
EXECUTIVE BY A THIRD PARTY NOT UNDER AN OBLIGATION OF CONFIDENCE TO THE COMPANY.
(B)
NON-COMPETITION.
THE EXECUTIVE COVENANTS AND AGREES THAT DURING
THE EMPLOYMENT TERM AND FOR A PERIOD EXTENDING TO THE FIRST ANNIVERSARY OF THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT FOR ANY REASON, OR IN THE CASE OF A
TERMINATION UNDER SECTION 6(G) HEREOF A PERIOD EXTENDING TO THE THIRD
ANNIVERSARY OF SUCH TERMINATION (THE "RESTRICTED PERIOD"), WITH RESPECT TO ANY
JURISDICTION IN WHICH THE COMPANY IS ENGAGED IN BUSINESS AT THE TIME OF SUCH
TERMINATION, THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, INDIVIDUALLY OR
JOINTLY, OWN ANY INTEREST IN, OPERATE, JOIN, CONTROL OR PARTICIPATE AS A
PARTNER, DIRECTOR, PRINCIPAL, OFFICER, OR AGENT OF, ENTER INTO THE EMPLOYMENT
OF, ACT AS A CONSULTANT TO, OR PERFORM ANY SERVICES FOR ANY ENTITY WHICH
COMPETES TO A MATERIAL EXTENT WITH THE BUSINESS ACTIVITIES IN WHICH THE COMPANY
IS ENGAGED AT THE TIME OF SUCH TERMINATION OR IN WHICH BUSINESS ACTIVITIES THE
COMPANY HAS DOCUMENTED PLANS TO BECOME ENGAGED IN AND AS TO WHICH EXECUTIVE HAS
KNOWLEDGE AT THE TIME OF EXECUTIVE'S TERMINATION OF EMPLOYMENT, OR ANY ENTITY IN
WHICH ANY SUCH RELATIONSHIP WITH THE EXECUTIVE WOULD RESULT IN THE INEVITABLE
USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION (A
6
"COMPETING BUSINESS").
NOTWITHSTANDING THE FOREGOING, IN THE EVENT OF A
TERMINATION OF EMPLOYMENT OTHER THAN PURSUANT TO SECTION 6(G) HEREOF, AT THE
ELECTION OF THE COMPANY, THE RESTRICTED PERIOD MAY BE EXTENDED TO A PERIOD
ENDING NOT LATER THAN THE THIRD ANNIVERSARY OF THE EXECUTIVE'S TERMINATION OF
EMPLOYMENT; PROVIDED, THAT DURING SUCH EXTENDED PERIOD, THE COMPANY CONTINUES TO
PAY THE EXECUTIVE THE SALARY (LESS ANY APPLICABLE WITHHOLDING OR SIMILAR TAXES)
AT THE RATE IN EFFECT HEREUNDER ON THE DATE OF SUCH TERMINATION.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THIS SECTION 7(B) SHALL NOT
PREVENT THE EXECUTIVE FROM ACQUIRING AS AN INVESTMENT SECURITIES REPRESENTING
NOT MORE THAN THREE PERCENT (3%) OF THE OUTSTANDING VOTING SECURITIES OF ANY
PUBLICLY-HELD CORPORATION.
(C)
NON-SOLICITATION; NON-INTERFERENCE.
DURING THE RESTRICTED PERIOD,
THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, FOR HIS OWN ACCOUNT OR FOR THE
ACCOUNT OF ANY OTHER INDIVIDUAL OR ENTITY (I) SOLICIT OR INDUCE, OR IN ANY
MANNER ATTEMPT TO SOLICIT OR INDUCE, ANY PERSON EMPLOYED BY, AS AGENT OF, OR A
SERVICE PROVIDER TO, THE COMPANY TO TERMINATE SUCH PERSON'S EMPLOYMENT, AGENCY
OR SERVICE, AS THE CASE MAY BE, WITH THE COMPANY; OR (II) DIVERT, OR ATTEMPT TO
DIVERT, ANY PERSON, CONCERN, OR ENTITY FROM DOING BUSINESS WITH THE COMPANY OR
ANY OF ITS SUBSIDIARIES, OR ATTEMPT TO INDUCE ANY SUCH PERSON, CONCERN OR ENTITY
TO CEASE BEING A CUSTOMER