AND WILL BE PROVIDED ACCESS TO
CONFIDENTIAL INFORMATION AND INFORMATION RELATING TO THE EMPLOYEES AND INVESTORS
OF THE COMPANY AND ITS AFFILIATES.
YOU FURTHER ACKNOWLEDGE THAT THE COMPANY
WOULD NOT DISCLOSE TO YOU ANY CONFIDENTIAL INFORMATION RELATING TO ANY FUND BUT
FOR YOUR EXECUTION OF THIS AGREEMENT.
THEREFORE, YOU AGREE THAT DURING YOUR
EMPLOYMENT BY THE COMPANY OR ANY OF ITS AFFILIATES AND FOR 12 MONTHS THEREAFTER
(PROVIDED THAT ONE OR MORE OF THE FUNDS CONTINUES TO DO BUSINESS AT SUCH TIME)
(THE "NON-COMPETE TERM") YOU SHALL NOT ANYWHERE IN THE UNITED STATES, EXCEPT ON
BEHALF OF ANY MANAGED ASSET OR AS IS OTHERWISE EXPRESSLY PROVIDED IN THIS
AGREEMENT OR UNLESS THE COMPANY HAS EXPRESSLY AGREED OTHERWISE IN WRITING,
PARTICIPATE DIRECTLY OR INDIRECTLY, PERSONALLY OR AS THE AGENT OR EMPLOYEE OF
ANOTHER, IN THE OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL OF ANY INVESTMENT
FUND OR OTHER INVESTMENT VEHICLE THAT IS (AT THE TIME OF THE TERMINATION OF YOUR
EMPLOYMENT) OR BECOMES DURING THE NON-COMPETE TERM ENGAGED IN A BUSINESS WITH A
STRATEGY SUBSTANTIALLY SIMILAR TO THAT OF DPLC AS OF THE DATE HEREOF
("COMPETITIVE ACTIVITY").
(B)
NOTWITHSTANDING THE PROVISIONS OF THE
PRECEDING CLAUSE (A), YOU SHALL NOT BE PRECLUDED FROM HOLDING AN AMOUNT EQUAL TO
OR LESS THAN 1% OF THE OUTSTANDING VOTING SHARES OF ANY PUBLICLY TRADED
COMPANY.
THE COMPANY MAY ELECT, IN ITS SOLE DISCRETION, TO PAY SEVERANCE TO YOU
(THE AMOUNT AND SCHEDULE FOR PAYMENT THEREOF TO BE DETERMINED BY THE COMPANY IN
ITS SOLE DISCRETION) AND IN THE EVENT OF SUCH ELECTION, YOU AGREE TO ACCEPT SUCH
SEVERANCE PAYMENTS IN ACCORDANCE WITH SUCH SCHEDULE.
FURTHER, THE COMPANY MAY
ELECT TO EXTEND THE NON-COMPETE TERM (REGARDLESS OF WHETHER THE COMPANY HAS
ELECTED TO PAY YOU SEVERANCE AS SET FORTH ABOVE) FOR A PERIOD OF UP TO TWELVE
(12) MONTHS; PROVIDED THAT IN THE EVENT OF AN EXTENSION, THE COMPANY SHALL PAY
YOU (THE SCHEDULE FOR PAYMENT THEREOF TO BE DETERMINED BY THE COMPANY IT ITS
SOLE DISCRETION) FOR EACH DAY DURING SUCH EXTENSION AN AMOUNT EQUAL TO YOUR
THEN-CURRENT ANNUAL BASE SALARY, DIVIDED BY 365 (THE "DAILY AMOUNT").
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS SECTION 4, IN THE
EVENT YOUR EMPLOYMENT IS TERMINATED WITHOUT CAUSE OR DUE TO A FORCED RELOCATION
(AS EACH TERM IS DEFINED HEREIN), THE COMPANY MAY ELECT, BY PROVIDING YOU WITH
WRITTEN NOTICE THEREOF WITHIN TEN (10) CALENDAR DAYS FOLLOWING THE EFFECTIVE
DATE OF SUCH TERMINATION, THAT THE RESTRICTIONS CONTAINED IN SECTION 4(A) BE
APPLICABLE TO YOU FOR ANY PERIOD IT DETERMINES IN ITS SOLE DISCRETION, PROVIDED
THAT SUCH PERIOD DOES NOT EXCEED 24 MONTHS AND, PROVIDED, FURTHER, THAT THE
COMPANY PAYS YOU THE DAILY AMOUNT FOR EACH DAY OF SUCH PERIOD (THE SCHEDULE FOR
PAYMENT THEREOF TO BE DETERMINED BY THE COMPANY IT ITS SOLE DISCRETION).
(C)
FOR PURPOSES OF THIS AGREEMENT, "CAUSE"
SHALL MEAN (I) YOUR WILLFUL AND CONTINUED FAILURE TO SUBSTANTIALLY PERFORM YOUR
DUTIES TO THE COMPANY OR ITS AFFILIATES, INCLUDING WITHOUT LIMITATION A BREACH
OF ANY MATERIAL PROVISION