SEEKS
REIMBURSEMENT.
IN ADDITION, UPON THE DELIVERY BY EXECUTIVE TO THE COMPANY OF A
DETAILED DESCRIPTION OF SUCH EXPENSES, THE COMPANY AGREES TO REIMBURSE EXECUTIVE
FOR THE FOLLOWING REASONABLE RELOCATION EXPENSES ACTUALLY INCURRED IN CONNECTION
WITH THE EXECUTIVE'S RELOCATION TO THE DENVER, COLORADO METROPOLITAN AREA:
(i)
broker fees incurred in connection with the sale of Executive's
current home;
(ii)
reasonable moving expenses (including transportation of
automobiles to Colorado) for the belongings of Executive and his family incurred
in connection with the purchase of Executive's new home in Colorado;
(iii)
temporary housing in Colorado, if needed, up to a maximum of five
(5) months.
In addition to the foregoing, the Company shall pay the Executive a relocation
bonus of Five Thousand Dollars ($5,000.00) to cover any incidental relocation
expenses not otherwise covered herein, to be paid in a single sum on or about
the Executive's first day of employment.
7.
VACATION.
EXECUTIVE SHALL BE ENTITLED TO VACATION AT THE RATE OF
FOUR (4) WEEKS PER YEAR TO BE ACCRUED AND TAKEN IN ACCORDANCE WITH THE COMPANY'S
VACATION POLICY FROM TIME TO TIME IN EFFECT.
VACATION WHICH IS ACCRUED BUT NOT
USED IN A GIVEN YEAR WILL BE FORFEITED AS OF THE END OF THAT YEAR.
8.
CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT.
ON
THE DATE HEREOF, EXECUTIVE SHALL EXECUTE A CONFIDENTIALITY, INVENTIONS AND
NON-SOLICITATION AGREEMENT, IN THE FORM OF EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF (THE "CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT").
9.
RESTRICTIVE COVENANTS.
(A)
EXECUTIVE'S ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT:
(I) PARENT AND THE COMPANY ARE AND WILL BE ENGAGED IN THE BUSINESS DURING THE
EMPLOYMENT PERIOD AND THEREAFTER; (II) PARENT AND THE COMPANY ARE AND WILL BE
ACTIVELY ENGAGED IN THE BUSINESS THROUGHOUT THE WORLD; (III) EXECUTIVE IS ONE OF
A LIMITED NUMBER OF PERSONS WHO WILL BE DEVELOPING THE BUSINESS; (IV) EXECUTIVE
WILL OCCUPY A POSITION OF TRUST AND CONFIDENCE WITH THE COMPANY AFTER THE DATE
OF THIS EMPLOYMENT AGREEMENT AND DURING THE EMPLOYMENT PERIOD
3
EXECUTIVE WILL BECOME FAMILIAR WITH PARENT'S AND THE COMPANY'S AND EACH OF THEIR
SUBSIDIARIES' AND PORTFOLIO COMPANIES (COLLECTIVELY, THE "GROUP") TRADE SECRETS
AND WITH OTHER PROPRIETARY AND CONFIDENTIAL INFORMATION CONCERNING THE GROUP AND
THE BUSINESS (AND THE OTHER BUSINESSES OF THE GROUP); (V) THE AGREEMENTS AND
COVENANTS CONTAINED IN THIS SECTION 9 ARE ESSENTIAL TO PROTECT THE GROUP AND THE
GOODWILL OF THE BUSINESS AND ARE A CONDITION PRECEDENT TO THE COMPANY ENTERING
INTO THIS EMPLOYMENT AGREEMENT; (VI) EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAS
SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND PARENT AND THE
COMPANY WOULD BE IRREPARABLY DAMAGED IF EXECUTIVE WERE TO PROVIDE SERVICES TO
ANY PERSON OR ENTITY IN VIOLATION OF THE PROVISIONS OF THIS EMPLOYMENT
AGREEMENT; AND (VII) EXECUTIVE HAS MEANS TO SUPPORT EXECUTIVE AND EXECUTIVE'S
DEPENDENTS OTHER THAN BY ENGAGING IN THE BUSINESS, AND THE PROVISIONS OF THIS
SECTION 9 WILL NOT IMPAIR SUCH ABILITY.
(B)
RESTRICTIONS.
EXECUTIVE WILL NOT, DURING THE RESTRICTED PERIOD
(AS DEFINED BELOW), ANYWHERE IN NORTH AMERICA (THE "RESTRICTED TERRITORY"),