AN EFFECTIVE RESIGNATION NOTICE, HE SHALL NOT BE ENTITLED
TO RECEIVE ANY BONUS PAYMENT UNDER THE COMPANY'S THEN EFFECTIVE ANNUAL INCENTIVE
BONUS PLAN ON ACCOUNT OF HIS SERVICE RENDERED IN FISCAL 2007.
2.
COVENANT AGAINST COMPETITION.
A.
THE OFFICER SHALL NOT, DURING HIS EMPLOYMENT WITH THE COMPANY AND
FOR EIGHTEEN MONTHS THEREAFTER, DIRECTLY OR INDIRECTLY, INDUCE OR ATTEMPT TO
INFLUENCE ANY EMPLOYEE OF THE COMPANY TO TERMINATE HIS EMPLOYMENT WITH THE
COMPANY OR HIRE OR SOLICIT FOR HIRE ON BEHALF OF ANOTHER EMPLOYER ANY PERSON
THEN EMPLOYED OR WHO HAD BEEN EMPLOYED BY THE COMPANY DURING THE IMMEDIATELY
PRECEDING SIX MONTHS.
B.
THE OFFICER SHALL NOT, DURING HIS EMPLOYMENT WITH THE COMPANY AND
FOR EIGHTEEN MONTHS THEREAFTER, UNLESS THE OFFICER IS TERMINATED BY THE COMPANY
WITHOUT CAUSE, DIRECTLY OR INDIRECTLY, ENGAGE IN (AS A PRINCIPAL, PARTNER,
DIRECTOR, OFFICER, AGENT, EMPLOYEE, CONSULTANT OR OTHERWISE) OR BE FINANCIALLY
INTERESTED IN ANY BUSINESS OPERATING WITHIN THE UNITED STATES OF AMERICA, IF
(I) SUCH BUSINESS' PRIMARY BUSINESS IS THE RETAIL AND/OR COMMERCIAL SALE OF
AUTOMOTIVE PARTS, ACCESSORIES, TIRES AND/OR REPAIR/MAINTENANCE SERVICES
INCLUDING, WITHOUT LIMITATION, THE ENTITIES (INCLUDING THEIR FRANCHISEES AND
AFFILIATES) LISTED ON SCHEDULE 2(B) HERETO, OR (II) THE RETAIL AND/OR COMMERCIAL
SALE OF AUTOMOTIVE PARTS, ACCESSORIES, TIRES AND/OR REPAIR/MAINTENANCE SERVICES
IS THE PRIMARY FOCUS OF SUCH ENGAGEMENT OR FINANCIAL INTEREST.
HOWEVER, NOTHING
CONTAINED IN THIS SECTION 2B SHALL PREVENT THE OFFICER FROM HOLDING FOR
INVESTMENT UP TO TWO PERCENT (2%) OF ANY CLASS OR EQUITY SECURITIES OF A COMPANY
WHOSE SECURITIES ARE TRADED ON A NATIONAL OR FOREIGN SECURITIES EXCHANGE.
C.
OFFICER ACKNOWLEDGES THAT THE RESTRICTIONS CONTAINED IN THIS
SECTION 2, IN VIEW OF THE NATURE OF THE BUSINESS IN WHICH THE COMPANY IS
ENGAGED, ARE REASONABLE AND NECESSARY IN ORDER TO PROTECT THE LEGITIMATE
INTERESTS OF THE COMPANY, AND THAT ANY VIOLATION THEREOF WOULD RESULT IN
IRREPARABLE INJURIES TO THE COMPANY, AND THE OFFICER THEREFORE ACKNOWLEDGES
THAT, IN THE EVENT OF HIS VIOLATION OF ANY OF THESE RESTRICTIONS, THE COMPANY
SHALL BE ENTITLED TO OBTAIN FROM ANY COURT OF COMPETENT JURISDICTION PRELIMINARY
AND PERMANENT INJUNCTIVE RELIEF (WITHOUT THE POSTING OF ANY BOND) AS WELL AS
DAMAGES AND AN EQUITABLE ACCOUNTING OF ALL EARNINGS, PROFITS AND OTHER BENEFITS
ARISING FROM SUCH A VIOLATION, WHICH RIGHTS SHALL BE CUMULATIVE AND IN ADDITION
TO ANY OTHER RIGHTS OR REMEDIES TO WHICH THE COMPANY MAY BE ENTITLED.
D.
IF THE OFFICER VIOLATES ANY OF THE RESTRICTIONS CONTAINED IN THIS
SECTION 2, THE RESTRICTIVE PERIOD SHALL BE EXTENDED FROM THE TIME OF THE
COMMENCEMENT OF ANY SUCH VIOLATION UNTIL SUCH TIME AS SUCH VIOLATION SHALL BE
CURED BY THE OFFICER TO THE SATISFACTION OF THE COMPANY.
E.
THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION OR PROVISIONS
OF THIS SECTION 2 SHALL NOT AFFECT THE VALIDITY OR ENFORCEABILITY OF ANY OTHER
PROVISION OR PROVISIONS OF THIS SECTION 2, WHICH SHALL REMAIN IN FULL FORCE AND
EFFECT.
IF ANY PROVISION OF THIS SECTION 2 IS HELD TO BE INVALID, VOID OR
UNENFORCEABLE IN ANY JURISDICTION, ANY COURT
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