OR INDIRECTLY, INFLUENCE OR
ATTEMPT TO INFLUENCE CUSTOMERS OR SUPPLIERS OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES, TO DIVERT THEIR BUSINESS TO ANY COMPETITOR OF THE
COMPANY.
(D)
THE EXECUTIVE RECOGNIZES THAT HE WILL
POSSESS CONFIDENTIAL INFORMATION ABOUT OTHER EMPLOYEES OF THE COMPANY, ITS
SUBSIDIARIES AND AFFILIATES RELATING TO THEIR EDUCATION, EXPERIENCE, SKILLS,
ABILITIES, COMPENSATION AND BENEFITS, AND INTERPERSONAL RELATIONSHIPS WITH
CUSTOMERS OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES.
THE EXECUTIVE
RECOGNIZES THAT THE INFORMATION HE WILL POSSESS ABOUT THESE OTHER EMPLOYEES IS
NOT GENERALLY KNOWN, IS OF SUBSTANTIAL VALUE TO THE COMPANY, ITS SUBSIDIARIES
AND AFFILIATES IN DEVELOPING THEIR PRODUCTS AND IN SECURING AND RETAINING
CUSTOMERS, AND WILL BE ACQUIRED BY HIM BECAUSE OF HIS BUSINESS POSITION WITH THE
COMPANY.
THE EXECUTIVE AGREES THAT, DURING THE TERM OF THIS AGREEMENT AND FOR
THE PERIOD ENDING ON THE LAST DAY OF THE ONE-YEAR PERIOD FOLLOWING TERMINATION
OF HIS EMPLOYMENT, THE EXECUTIVE WILL NOT, DIRECTLY OR INDIRECTLY, SOLICIT OR
RECRUIT ANY EMPLOYEE OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES FOR THE
PURPOSE OF BEING EMPLOYED BY HIS, OR ANY BUSINESS, INDIVIDUAL, PARTNER, FIRM,
CORPORATION OR OTHER ENTITY THAT IS THEN IN COMPETITION WITH THE COMPANY, ITS
SUBSIDIARIES AND AFFILIATES ("COMPETITOR").
THE EXECUTIVE FURTHER AGREES THAT
HE WILL NOT CONVEY ANY SUCH CONFIDENTIAL INFORMATION OR TRADE
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SECRETS ABOUT OTHER EMPLOYEES OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES TO
ANYONE AFFILIATED WITH HIM OR TO ANY COMPETITOR.
(E)
THE EXECUTIVE FURTHER ACKNOWLEDGES THAT THE
REMEDY AT LAW FOR ANY BREACH BY HIM OF THE COVENANTS CONTAINED IN THIS
SECTION 10 WILL BE INADEQUATE AND THAT IN THE EVENT OF A BREACH, OR THREATENED
BREACH, BY THE EXECUTIVE OF THE COVENANTS CONTAINED THEREIN, THE COMPANY SHALL
BE ENTITLED TO PROVISIONAL RELIEF OR AN INJUNCTION RESTRAINING THE EXECUTIVE
FROM USING, FOR HIS OWN BENEFIT, AND/OR FROM DISCLOSING, IN WHOLE OR IN PART,
THE LIST OF THE CUSTOMERS OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES AND/OR
TRADE SECRETS OR OTHER CONFIDENTIAL INFORMATION OF THE COMPANY, ITS SUBSIDIARIES
AND AFFILIATES, AND/OR FROM RENDERING ANY SERVICES TO ANY PERSON, FIRM,
CORPORATION, ASSOCIATION OR OTHER ENTITY TO WHOM SUCH A LIST, AND/OR SUCH TRADE
SECRETS OR OTHER CONFIDENTIAL INFORMATION, IN WHOLE OR IN PART, HAVE BEEN
DISCLOSED, OR ARE THREATENED TO BE DISCLOSED AND SUCH OTHER DECLARATORY RELIEF
AS IS PROPER TO CAUSE THE EXECUTIVE TO RETURN TO THE COMPANY ANY AND ALL
MEMORANDA, SPECIFICATIONS, DOCUMENTS AND ALL OTHER MATERIAL RELATING TO THE
BUSINESS OF THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES THAT HE MAY HAVE UNDER
HIS POSSESSION OR CONTROL.
NOTHING HEREIN SHALL BE CONSTRUED AS PROHIBITING THE
EXECUTIVE FROM PURSUING PROFESSIONAL EMPLOYMENT OR INVESTMENTS UTILIZING HIS OWN
SKILLS AND KNOWLEDGE OR THE COMPANY FROM PURSUING ANY OTHER REMEDIES AVAILABLE
TO THE COMPANY FROM SUCH BREACH OR THREATENED BREACH, INCLUDING THE RECOVERY OF
DAMAGES FROM THE EXECUTIVE.
THE PROVISIONS OF THIS SECTION 10 SHALL SURVIVE THE
EXPIRATION OR TERMINATION, FOR ANY REASON, OF THIS AGREEMENT AND OF THE
EXECUTIVE'S EMPLOYMENT.
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11.
ASSIGNMENTS/MITIGATION.