OF SECTIONS
11 AND 16.6 OF THIS AGREEMENT.
12.
DATE OF TERMINATION.
"DATE OF TERMINATION"
MEANS THE DATE OF DEATH, DISABILITY OR THE DATE OF DELIVERY OF THE NOTICE OF
TERMINATION OR ANY LATER DATE SPECIFIED THEREIN, AS THE CASE MAY BE; PROVIDED,
HOWEVER, THAT IF EXECUTIVE'S EMPLOYMENT IS TERMINATED BY COMPANY OTHER THAN FOR
CAUSE OR EXECUTIVE RESIGNS WITHOUT GOOD REASON, THE DATE OF TERMINATION SHALL BE
AT LEAST SIXTY (60) DAYS AFTER THE DATE OF THE APPLICABLE NOTICE OF TERMINATION.
13.
CONFIDENTIALITY AND PROPRIETARY RIGHTS.
EXECUTIVE AGREES TO CONTINUE TO ABIDE BY THE INFORMATION AND INVENTIONS
AGREEMENT, WHICH IS ATTACHED TO THIS AGREEMENT AS EXHIBIT B.
14.
NONCOMPETITION.
EXECUTIVE AGREES THAT,
DURING HIS EMPLOYMENT AND DURING THE ONE (1) YEAR PERIOD IMMEDIATELY FOLLOWING
TERMINATION OF HIS EMPLOYMENT, EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY,
COMPETE, OR UNDERTAKE ANY PLANNING TO COMPETE, WITH THE COMPANY, ANYWHERE IN THE
WORLD, WHETHER AS AN OWNER, PARTNER, INVESTOR, CONSULTANT, EMPLOYEE OR
OTHERWISE. SPECIFICALLY, BUT WITHOUT LIMITING THE FOREGOING, EXECUTIVE AGREES
NOT TO WORK OR PROVIDE SERVICES, IN ANY CAPACITY, WHETHER AS AN EMPLOYEE,
INDEPENDENT CONTRACTOR OR OTHERWISE, WHETHER WITH OR WITHOUT COMPENSATION, TO
ANY PERSON WHO IS ENGAGED IN ANY BUSINESS THAT IS COMPETITIVE WITH THE BUSINESS
OF THE COMPANY FOR WHICH EXECUTIVE HAS PROVIDED SERVICES, AS CONDUCTED OR IN
PLANNING DURING EXECUTIVE'S EMPLOYMENT.
EXECUTIVE UNDERSTANDS THAT THE
FOREGOING SHALL NOT PREVENT EXECUTIVE'S PASSIVE OWNERSHIP OF TWO PERCENT (2%) OR
LESS OF THE EQUITY SECURITIES OF ANY PUBLICLY TRADED COMPANY.
NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, IN THE EVENT (I) EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE COMPANY; AND (II) THE EXECUTIVE IS NOT PROVIDED SEVERANCE
BENEFITS OR CHANGE OF CONTROL SEVERANCE BENEFITS IN CONNECTION WITH SUCH
TERMINATION, THEN THE NONCOMPETITION RESTRICTIONS OF THIS SECTION 14 SHALL NOT
APPLY.
15.
NONSOLICITATION OF CUSTOMERS.
EXECUTIVE
AGREES THAT, DURING HIS EMPLOYMENT AND DURING THE ONE (1) YEAR PERIOD
IMMEDIATELY FOLLOWING TERMINATION OF HIS EMPLOYMENT, EXECUTIVE WILL NOT DIRECTLY
OR INDIRECTLY (A) SOLICIT OR ENCOURAGE ANY CUSTOMER OF THE COMPANY TO TERMINATE
OR DIMINISH ITS RELATIONSHIP WITH IT; OR (B) SEEK TO PERSUADE ANY SUCH CUSTOMER
OR PROSPECTIVE CUSTOMER OF THE COMPANY TO CONDUCT WITH ANYONE ELSE ANY BUSINESS
OR ACTIVITY WHICH SUCH CUSTOMER OR PROSPECTIVE CUSTOMER CONDUCTS OR COULD
CONDUCT WITH THE COMPANY; PROVIDED THAT THESE RESTRICTIONS SHALL APPLY (Y) ONLY
WITH RESPECT TO THOSE PERSONS WHO ARE OR HAVE BEEN A CUSTOMER OF THE COMPANY AT
ANY TIME WITHIN THE IMMEDIATELY PRECEDING TWO YEAR PERIOD OR WHOSE BUSINESS HAS
BEEN SOLICITED ON BEHALF OF THE COMPANY BY ANY OF THEIR OFFICERS, EMPLOYEES OR
AGENTS WITHIN SAID TWO YEAR PERIOD, OTHER THAN BY FORM LETTER, BLANKET MAILING
OR PUBLISHED ADVERTISEMENT, AND (Z) ONLY IF EXECUTIVE HAS PERFORMED WORK FOR
SUCH PERSON DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY OR BEEN INTRODUCED
TO, OR OTHERWISE HAD CONTACT WITH, SUCH PERSON AS A RESULT OF EXECUTIVE'S
EMPLOYMENT OR OTHER ASSOCIATIONS WITH THE COMPANY OR HAVE HAD ACCESS TO
CONFIDENTIAL INFORMATION WHICH WOULD ASSIST IN EXECUTIVE'S SOLICITATION OF SUCH
PERSON.