OF EMPLOYMENT WITH COMPANY, AS SUCH
PERIOD MAY BE EXTENDED AS HEREINAFTER SET FORTH, EMPLOYEE SHALL NOT DIRECTLY OR
INDIRECTLY ENGAGE IN (AS A PRINCIPAL, SHAREHOLDER, PARTNER, DIRECTOR, OFFICER,
AGENT, EMPLOYEE, CONSULTANT OR OTHERWISE) OR BE FINANCIALLY INTERESTED IN ANY
ENTERPRISE WHICH COMPETES WITH THE BUSINESS OF THE COMPANY.
"BUSINESS" SHALL
MEAN: (I) THE DESIGN, MANUFACTURE AND SALE OF FLIGHT INFORMATION COMPUTERS,
LARGE FLAT PANEL DISPLAYS AND ADVANCED MONITORING SYSTEMS TO THE DEPARTMENT OF
DEFENSE, DEFENSE CONTRACTORS, COMMERCIAL AIR TRANSPORT AND CORPORATE/GENERAL
AVIATION MARKETS; AND (II) ANY OTHER LINE OF BUSINESS DISCLOSED IN NOTE 1 OF ANY
FINANCIAL STATEMENTS PUBLICLY FILED BY THE COMPANY DURING EMPLOYEE'S EMPLOYMENT
BY THE COMPANY.
NOTHING CONTAINED IN THIS SUBSECTION 7.1 SHALL PREVENT EMPLOYEE
FROM HOLDING FOR INVESTMENT UP TO THREE PERCENT (3%) OF ANY CLASS OF EQUITY
SECURITIES OF A COMPANY WHOSE SECURITIES ARE PUBLICLY TRADED ON A NATIONAL
SECURITIES EXCHANGE OR IN A NATIONAL MARKET SYSTEM.
7.2.
NON-SOLICITATION.
FOR SO LONG AS THE EMPLOYEE
REMAINS AN EMPLOYEE OF THE COMPANY AND FOR A PERIOD OF TWELVE MONTHS AFTER THE
TERMINATION OF EMPLOYMENT WITH COMPANY FOR ANY REASON, EMPLOYEE SHALL NOT
DIRECTLY OR INDIRECTLY (AS A PRINCIPAL, SHAREHOLDER, PARTNER, DIRECTOR, OFFICER,
AGENT, EMPLOYEE, CONSULTANT OR OTHERWISE) INDUCE OR ATTEMPT TO INFLUENCE ANY
EMPLOYEE, CUSTOMER, INDEPENDENT CONTRACTOR OR SUPPLIER OF COMPANY TO TERMINATE
EMPLOYMENT OR ANY OTHER RELATIONSHIP WITH COMPANY.
7.3.
RESTRICTED PERIOD DEFINED; EXTENSION OF
RESTRICTED PERIOD.
FOR PURPOSES OF THIS AGREEMENT, THE TERM "RESTRICTED PERIOD"
SHALL MEAN (A) THE PERIOD DURING WHICH THE COMPANY CONTINUES TO PAY EMPLOYEE
UPON TERMINATION OF EMPLOYMENT PURSUANT TO SECTION 5.2(A); (B) THREE (3) MONTHS
FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT PURSUANT TO SECTION 5.2 (B); OR
(C) SIX (6) MONTHS FOLLOWING TERMINATION OF EMPLOYEE'S EMPLOYMENT PURSUANT TO
SECTION 5.2 (C) OR SECTION 5.2 (D). IN ADDITION TO THE FOREGOING, COMPANY SHALL
HAVE THE OPTION, BY DELIVERING WRITTEN NOTICE TO EMPLOYEE WITHIN SIXTY (60) DAYS
FROM THE TERMINATION DATE, TO EXTEND THE RESTRICTED PERIOD TO A TOTAL OF TWELVE
(12) MONTHS UNDER CLAUSE (C) ABOVE BY PAYING EMPLOYEE AN AMOUNT EQUAL TO THE
MONTHLY PORTION OF THE EMPLOYEE'S ANNUAL SALARY AS OF THE TERMINATION DATE FOR
THE ADDITIONAL MONTHS BY WHICH THE RESTRICTED PERIOD IS EXTENDED, WHICH PAYMENTS
SHALL BE MADE BI-WEEKLY DURING THE EXTENDED PERIOD.
7.4.
NON-DISCLOSURE.
EMPLOYEE SHALL NOT USE FOR
EMPLOYEE'S PERSONAL BENEFIT, OR DISCLOSE, COMMUNICATE OR DIVULGE TO, OR USE FOR
THE DIRECT OR INDIRECT BENEFIT OF ANY PERSON, FIRM, ASSOCIATION OR COMPANY OTHER
THAN COMPANY, ANY "CONFIDENTIAL INFORMATION," WHICH TERM SHALL MEAN ANY
INFORMATION REGARDING THE BUSINESS METHODS, BUSINESS POLICIES, POLICIES,
PROCEDURES, TECHNIQUES, RESEARCH OR DEVELOPMENT PROJECTS OR RESULTS, HISTORICAL
OR PROJECTED
FINANCIAL INFORMATION, BUDGETS, TRADE SECRETS, OR OTHER KNOWLEDGE OR PROCESSES
OF, OR DEVELOPED BY, COMPANY OR ANY OTHER CONFIDENTIAL INFORMATION RELATING TO
OR DEALING WITH THE BUSINESS OPERATIONS OF COMPANY, MADE KNOWN TO EMPLOYEE OR
LEARNED OR ACQUIRED BY EMPLOYEE WHILE IN THE EMPLOY OF COMPANY, BUT CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE INFORMATION OTHERWISE LAWFULLY KNOWN GENERALLY BY
OR READILY ACCESSIBLE