IN ANY AMOUNT IN SECURITIES TRADED ON ANY NATIONAL
SECURITIES EXCHANGE OR TRADED IN THE OVER THE COUNTER MARKET, PROVIDED SAID
INVESTMENTS DO NOT EXCEED ONE PERCENT (1%) OF THE ISSUED AND OUTSTANDING STOCK
OF ANY ONE SUCH CORPORATION, AND PROVIDED FURTHER THAT EXECUTIVE HAS NO ACTIVE
PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
(E)
DURING THE NON-COMPETE PERIOD, EXECUTIVE SHALL NOT DIRECTLY OR
INDIRECTLY THROUGH ANOTHER PERSON OR ENTITY KNOWINGLY OR INTENTIONALLY (I)
INDUCE OR ATTEMPT TO INDUCE ANY PERSON KNOWN TO HIM TO BE AN EMPLOYEE OF THE
COMPANY OR ITS SUBSIDIARIES OR AFFILIATES TO LEAVE THE EMPLOY OF THE COMPANY OR
ITS SUBSIDIARIES OR AFFILIATES, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP
BETWEEN THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES AND ANY EMPLOYEE THEREOF,
(II) HIRE ANY PERSON KNOWN TO HIM TO HAVE BEEN AN EMPLOYEE OF THE COMPANY OR ITS
SUBSIDIARIES OR AFFILIATES AT ANY TIME DURING THE TWELVE (12) MONTHS PRIOR TO
THE TERMINATION OF THE EMPLOYMENT PERIOD OR (III) INDUCE OR ATTEMPT TO INDUCE
ANY MATERIAL CUSTOMER, SUPPLIER, LICENSEE, LICENSOR, FRANCHISEE OR OTHER
BUSINESS RELATION OF THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES TO CEASE
DOING, OR MODIFY ITS, BUSINESS WITH THE COMPANY OR ITS SUBSIDIARIES OR
AFFILIATES, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN ANY SUCH
MATERIAL CUSTOMER, SUPPLIER, LICENSEE OR BUSINESS RELATION (KNOWN TO HIM) AND
THE COMPANY OR ITS SUBSIDIARIES OR AFFILIATES (INCLUDING, WITHOUT LIMITATION,
MAKING ANY NEGATIVE OR DISPARAGING STATEMENTS OR COMMUNICATIONS REGARDING THE
COMPANY OR ITS SUBSIDIARIES OR AFFILIATES AND/OR THEIR OFFICERS, DIRECTORS,
SHAREHOLDERS AND EMPLOYEES).
(F)
IF, AT THE TIME OF ENFORCEMENT OF THIS PARAGRAPH 8, 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
8
COURT SHALL BE ALLOWED TO REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE
MAXIMUM PERIOD, SCOPE AND AREA PERMITTED BY LAW. EXECUTIVE ACKNOWLEDGES THAT THE
RESTRICTIONS CONTAINED IN THIS PARAGRAPH 8 ARE REASONABLE AND THAT HE HAS
REVIEWED THE PROVISIONS OF THIS AGREEMENT WITH HIS LEGAL COUNSEL.
(G)
THIS PARAGRAPH 8 WILL SURVIVE AND CONTINUE IN FULL FORCE IN
ACCORDANCE WITH ITS TERMS NOTWITHSTANDING ANY TERMINATION OF THIS AGREEMENT.
9.
EXECUTIVE'S REPRESENTATIONS. EXCEPT AS SET FORTH ON SCHEDULE 9
ATTACHED HERETO, EXECUTIVE HEREBY REPRESENTS AND WARRANTS TO THE COMPANY THAT
(I) THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT BY EXECUTIVE DO
NOT AND SHALL NOT CONFLICT WITH, BREACH, VIOLATE OR CAUSE A DEFAULT UNDER ANY
CONTRACT, AGREEMENT, INSTRUMENT, ORDER, JUDGMENT OR DECREE TO WHICH EXECUTIVE IS
A PARTY OR BY WHICH HE IS BOUND, (II) EXECUTIVE IS NOT A PARTY TO OR BOUND BY
ANY EMPLOYMENT AGREEMENT, NON-COMPETE AGREEMENT OR CONFIDENTIALITY AGREEMENT
WITH ANY OTHER PERSON OR ENTITY AND (III) UPON THE EXECUTION AND DELIVERY OF
THIS AGREEMENT BY THE COMPANY, THIS AGREEMENT SHALL BE THE VALID AND BINDING
OBLIGATION