THE
"COVENANT PERIOD"), FOR ANY REASON OR NO REASON, I WILL NOT, IN ANY PART OF THE
TERRITORY (AS DEFINED BELOW) PERFORM THE SAME OR SIMILAR JOB DUTIES,
RESPONSIBILITIES, AND SERVICES THAT I HAVE PERFORMED, AM CURRENTLY PERFORMING,
OR WILL IN THE FUTURE PERFORM FOR THE COMPANY DURING MY EMPLOYMENT ("COMPANY
SERVICES") FOR ANY COMPETITOR (AS DEFINED BELOW).
FOR THE PURPOSES OF THIS
AGREEMENT, TERRITORY IS DEFINED AS THE TERRITORY WITHIN 150 MILES OF (X) ANY ICE
MANUFACTURING FACILITY OR ICE MANUFACTURING EQUIPMENT OWNED OR OPERATED BY THE
COMPANY OR ITS SUBSIDIARIES OR ACQUIRED BY THE COMPANY AFTER THE DATE HEREOF OR
(Y) ANY FACILITY, COMPANY OR TERRITORY BEING ACTIVELY EVALUATED BY THE COMPANY
DURING THE TERM, WHICH ACTIVE EVALUATION I HAD ACTUAL KNOWLEDGE OF, AS A LIKELY
ACQUISITION OR EXPANSION OPPORTUNITY WITHIN THE TWELVE (12) MONTHS PRECEDING THE
TERMINATION OF MY EMPLOYMENT.
FOR THE PURPOSES OF THIS AGREEMENT, A COMPETITOR
IS DEFINED AS ANY BUSINESS WHICH DIRECTLY COMPETES WITH THE COMPANY IN THE ICE
BUSINESS.
I FURTHER AGREE THAT DURING THE COVENANT PERIOD, I WILL NOT OWN,
MANAGE, OPERATE, CONTROL, OR PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION
OR CONTROL OF ANY COMPETITOR LOCATED WITHIN THE TERRITORY.
NOTWITHSTANDING THE
FOREGOING, THIS SECTION 12.1 SHALL NOT PRECLUDE ME FROM INVESTING MY PERSONAL
ASSETS IN THE SECURITIES OF ANY CORPORATION OR OTHER BUSINESS ENTITY WHICH IS A
COMPETITOR IF SUCH SECURITIES ARE TRADED ON A NATIONAL STOCK EXCHANGE, THROUGH
AN AUTOMATED INTER-DEALER QUOTATION SYSTEM OR IN THE OVER-THE-COUNTER-MARKET AND
IF SUCH INVESTMENT DOES NOT RESULT IN MY BENEFICIALLY OWNING, AT ANY TIME, MORE
THAN 1% OF THE CLASS OF PUBLICLY-TRADED EQUITY SECURITIES OF SUCH COMPETITOR.
12.2
NON-SOLICITATION OF CUSTOMERS.
I FURTHER AGREE THAT FOR A PERIOD
OF [
] MONTHS AFTER THE DATE THAT MY EMPLOYMENT IS TERMINATED (THE
"EXTENDED COVENANT PERIOD") I WILL NOT CALL UPON OR
COMMUNICATE WITH ANY COMPANY CUSTOMER (AS DEFINED BELOW) IN AN ATTEMPT TO SELL
OR TO SOLICIT FOR SALE ANY SERVICES OR PRODUCTS WHICH ARE PROVIDED OR DEALT IN
BY COMPANY.
FOR THE PURPOSES OF THIS AGREEMENT, A COMPANY CUSTOMER IS ONE FOR
WHOM I RECEIVED CONFIDENTIAL AND/OR PROPRIETARY INFORMATION DURING MY EMPLOYMENT
AT COMPANY, INCLUDING CUSTOMERS FOR WHOM I SERVICED OR FOR WHOM I SOLICITED TO
PROVIDE SERVICES DURING MY EMPLOYMENT.
AT COMPANY'S SOLE DISCRETION, COMPANY
MAY WAIVE OR ELECT NOT TO ENFORCE THE NON-SOLICITATION AND NON-COMPETITION
PROVISIONS OF THIS AGREEMENT LOCATED IN PARAGRAPHS 12.1, 12.2, AND 13.
13.
No Solicitation of Employees/Interference with Contracts.
During
the Extended Covenant Period, I will not solicit, encourage, or cause others to
solicit or encourage any employees of Company to terminate their employment with
Company.
I further agree that during the Extended Covenant Period, I will not
solicit, persuade, interfere with, induce, encourage or endeavor to entice away
from the Company or any of its Subsidiaries, for the benefit of any Competitor
located within the Territory, any of Company's suppliers, licensees or other
persons with whom the Company has a contractual relationship.
14.
No Disparagement.
During