THE STATUTE OF LIMITATIONS RELATING TO PAYMENT OF TAXES FOR THE TAXABLE YEAR OF
EXECUTIVE WITH RESPECT TO WHICH SUCH CONTESTED AMOUNT IS CLAIMED TO BE DUE IS
LIMITED SOLELY TO SUCH CONTESTED AMOUNT.
FURTHERMORE, THE COMPANY'S CONTROL OF
THE CONTEST SHALL BE LIMITED TO ISSUES WITH RESPECT TO WHICH A GROSS-UP PAYMENT
WOULD BE PAYABLE HEREUNDER AND EXECUTIVE SHALL BE ENTITLED TO SETTLE OR
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CONTEST, AS THE CASE MAY BE, ANY OTHER ISSUE RAISED BY THE INTERNAL REVENUE
SERVICE OR ANY OTHER TAXING AUTHORITY.
(D)
IF, AFTER THE RECEIPT BY EXECUTIVE OF AN AMOUNT ADVANCED BY THE
COMPANY PURSUANT TO SECTION 6(C) HEREOF, EXECUTIVE BECOMES ENTITLED TO RECEIVE,
AND RECEIVES, ANY REFUND WITH RESPECT TO SUCH CLAIM, EXECUTIVE SHALL (SUBJECT TO
THE COMPANY'S COMPLYING WITH THE REQUIREMENTS OF SECTION 6(C) HEREOF) PROMPTLY
PAY TO THE COMPANY THE AMOUNT OF SUCH REFUND (TOGETHER WITH ANY INTEREST PAID OR
CREDITED THEREON AFTER TAXES APPLICABLE THERETO).
IF, AFTER THE RECEIPT BY
EXECUTIVE OF AN AMOUNT ADVANCED BY THE COMPANY PURSUANT TO SECTION 6(C), A
DETERMINATION IS MADE THAT EXECUTIVE SHALL NOT BE ENTITLED TO ANY REFUND WITH
RESPECT TO SUCH CLAIM AND THE COMPANY DOES NOT NOTIFY EXECUTIVE IN WRITING OF
ITS INTENT TO CONTEST SUCH DENIAL OF REFUND PRIOR TO THE EXPIRATION OF THIRTY
(30) DAYS AFTER SUCH DETERMINATION, THEN SUCH ADVANCE SHALL BE FORGIVEN AND
SHALL NOT BE REQUIRED TO BE REPAID AND THE AMOUNT OF SUCH ADVANCE SHALL OFFSET,
TO THE EXTENT THEREOF, THE AMOUNT OF GROSS-UP PAYMENT REQUIRED TO BE PAID.
7.
NON-COMPETITION.
EXECUTIVE HEREBY ACKNOWLEDGES THAT THE SERVICES
WHICH HE WILL PERFORM FOR THE COMPANY ARE OF A SPECIAL AND UNIQUE NATURE, AND
THAT THE COMPANY WOULD FIND IT EXTREMELY DIFFICULT OR IMPOSSIBLE TO REPLACE
EXECUTIVE.
ACCORDINGLY, EXECUTIVE AGREES THAT, IN CONSIDERATION OF THIS
AGREEMENT AND THE PAYMENTS TO BE RECEIVED BY HIM HEREUNDER, FROM AND AFTER THE
DATE HEREOF THROUGH THE PERIOD DURING WHICH EXECUTIVE CONTINUES TO BE EMPLOYED
BY THE COMPANY AND FOLLOWING TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY
REASON UNTIL THE FIRST ANNIVERSARY (OR THE SECOND ANNIVERSARY IN THE EVENT
EXECUTIVE IS ENTITLED TO PAYMENTS UNDER SECTIONS 5(A)(B)(X) AND (Y)) OF SUCH
TERMINATION OF EMPLOYMENT (THE "NON-COMPETITION PERIOD"), EXECUTIVE SHALL NOT,
DIRECTLY OR INDIRECTLY, OWN, MANAGE, OPERATE, JOIN, CONTROL OR PARTICIPATE IN
THE OWNERSHIP, MANAGEMENT, OPERATION OR CONTROL OF, OR BE CONNECTED AS A
DIRECTOR, OFFICER, EMPLOYEE, PARTNER, LENDER, CONSULTANT OR OTHERWISE
("PARTICIPATE" OR A "PARTICIPATION") WITH ANY COMPETITOR (AS HEREINAFTER
DEFINED), EXCEPT WITH THE COMPANY'S PRIOR WRITTEN CONSENT.
FOR PURPOSES OF THIS
AGREEMENT, THE TERM "COMPETITOR" SHALL MEAN ANY ENTITY ENGAGED IN THE BUSINESS
OF PROVIDING PROPERTY MONITORING SERVICES WITH REVENUE IN EXCESS OF ONE HUNDRED
SIXTY MILLION DOLLARS ($160,000,000) DURING THE MOST RECENT TWELVE (12) MONTH
PERIOD FOR WHICH FINANCIAL STATEMENTS ARE AVAILABLE, INCLUDING WITHOUT
LIMITATION, ADT SECURITY SERVICES, BRINK'S HOME SECURITY, INC., HONEYWELL
SECURITY MONITORING, INC. AND THEIR RESPECTIVE SUBSIDIARIES, AFFILIATES AND
SUCCESSORS.
NOTHING IN THIS SECTION SHALL PROHIBIT EXECUTIVE FROM OWNING FOR
INVESTMENT PURPOSES AN AGGREGATE OF UP