AND ITS
PREDECESSORS AND ITS SUBSIDIARIES AND THAT YOUR SERVICES WERE OF SPECIAL, UNIQUE
AND EXTRAORDINARY VALUE TO THE COMPANY AND ITS SUBSIDIARIES, AND THEREFORE, YOU
AGREE THAT, FOR A PERIOD OF TWELVE MONTHS FOLLOWING THE SEPARATION DATE (THE
"NONCOMPETE PERIOD"), YOU SHALL NOT DIRECTLY OR INDIRECTLY OWN ANY INTEREST IN,
MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH,
5
render services for, be employed by or in any manner engage in any business
competing with the businesses of the Company or its Subsidiaries, as such
businesses exist or are in process, as made known to Executive during his
employment with the Company, on the date hereof, within any geographical area in
which the Company or its Subsidiaries engage or plan to engage in such
businesses, as such plans were made known to Executive during his employment
with the Company.
Nothing herein shall prohibit you from being a passive owner
of not more than 2% of the outstanding stock of any class of a corporation which
is publicly traded, so long as you have no active participation in the business
of such corporation.
(B)
DURING THE NONCOMPETE PERIOD, YOU SHALL NOT DIRECTLY OR INDIRECTLY
THROUGH ANOTHER PERSON OR ENTITY (I) INDUCE OR ATTEMPT TO INDUCE ANY EMPLOYEE OF
THE COMPANY OR ANY SUBSIDIARY TO LEAVE THE EMPLOY OF THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY OR
ANY SUBSIDIARY AND ANY EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS AN
EMPLOYEE OF THE COMPANY OR ANY SUBSIDIARY AT ANY TIME DURING THE PERIOD OF YOUR
EMPLOYMENT WITH THE COMPANY OR (III) INDUCE OR ATTEMPT TO INDUCE ANY CUSTOMER,
SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER BUSINESS RELATION OF THE
COMPANY OR ANY SUBSIDIARY TO CEASE DOING BUSINESS WITH THE COMPANY OR SUCH
SUBSIDIARY, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION AND THE COMPANY OR ANY
SUBSIDIARY (INCLUDING, WITHOUT LIMITATION, MAKING ANY NEGATIVE OR DISPARAGING
STATEMENTS OR COMMUNICATIONS REGARDING THE COMPANY OR ITS SUBSIDIARIES).
(C)
IF, AT THE TIME OF ENFORCEMENT OF THIS PARAGRAPH 14, A COURT SHALL
HOLD THAT THE DURATION, SCOPE OR AREA RESTRICTIONS STATED HEREIN ARE
UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE PARTIES AGREE THAT THE
MAXIMUM DURATION, SCOPE OR AREA REASONABLE UNDER SUCH CIRCUMSTANCES SHALL BE
SUBSTITUTED FOR THE STATED DURATION, SCOPE OR AREA AND THAT THE COURT SHALL BE
ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM PERIOD,
SCOPE AND AREA PERMITTED BY LAW.
YOU ACKNOWLEDGE THAT THE RESTRICTIONS
CONTAINED IN THIS PARAGRAPH 14 ARE REASONABLE AND THAT HAVE REVIEWED THE
PROVISIONS OF THIS AGREEMENT WITH YOUR LEGAL COUNSEL.
(D)
IN THE EVENT OF THE BREACH OR A THREATENED BREACH BY YOU OF ANY OF
THE PROVISIONS OF THIS PARAGRAPH 14, THE COMPANY WOULD SUFFER IRREPARABLE HARM,
AND IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES EXISTING IN ITS
FAVOR, THE COMPANY SHALL BE ENTITLED TO SPECIFIC PERFORMANCE AND/OR INJUNCTIVE
OR OTHER EQUITABLE RELIEF FROM A