CARTER'S MAY REQUEST IN WRITING, ALL MEMORANDA, NOTES,
PLANS, RECORDS, REPORTS, COMPUTER TAPES AND SOFTWARE AND OTHER DOCUMENTS AND
DATA (AND COPIES THEREOF) CONTAINING CONFIDENTIAL INFORMATION OR WORK PRODUCT
WHICH HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
7.
WORK PRODUCT.
EXECUTIVE AGREES THAT
ALL INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS, METHODS, DESIGNS,
ANALYSES, REPORTS AND ALL SIMILAR OR RELATED INFORMATION WHICH RELATE TO THE
COMPANY'S OR ANY OF ITS SUBSIDIARIES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH
AND DEVELOPMENT OR EXISTING OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE
CONCEIVED, DEVELOPED OR MADE BY EXECUTIVE WHILE EMPLOYED WITH THE COMPANY ("WORK
PRODUCT") BELONG EXCLUSIVELY TO THE COMPANY OR SUCH SUBSIDIARY. UPON THE WRITTEN
REQUEST OF THE COMPANY, EXECUTIVE WILL PROMPTLY DISCLOSE SUCH WORK PRODUCT TO
THE COMPANY AND PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE COMPANY (WHETHER
DURING OR AFTER THE EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM SUCH EXCLUSIVE
OWNERSHIP.
5
8.
NONCOMPETE; NON-SOLICITATION.
(A)
EXECUTIVE ACKNOWLEDGES THAT IN THE COURSE
OF HIS EMPLOYMENT WITH THE COMPANY HE WILL BECOME FAMILIAR WITH THE TRADE
SECRETS AND OTHER CONFIDENTIAL INFORMATION OF THE COMPANY AND ITS SUBSIDIARIES
AND THAT HIS SERVICES WILL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE
COMPANY. THEREFORE, EXECUTIVE AGREES THAT, DURING THE EMPLOYMENT PERIOD AND FOR
TWO YEARS THEREAFTER (OR ONE YEAR THEREAFTER, IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED WITHOUT CAUSE OR FOR GOOD REASON) (THE "NONCOMPETE PERIOD"), HE SHALL
NOT DIRECTLY OR INDIRECTLY OWN, MANAGE, CONTROL, PARTICIPATE IN, CONSULT WITH,
RENDER SERVICES FOR, OR IN ANY MANNER ENGAGE IN ANY BUSINESS COMPETING WITH THE
BUSINESSES OF CARTER'S AND THE COMPANY OR ANY OF ITS SUBSIDIARIES WHICH
(I) EXISTS ON THE DATE OF THE TERMINATION OF EXECUTIVE'S EMPLOYMENT OR (II) IS
COMMENCED DURING THE NONCOMPETE PERIOD (BUT, FOR PURPOSES OF THIS CLAUSE
(III) ONLY IF THE COMPANY OR SUCH SUBSIDIARY HAD DETERMINED PRIOR TO THE
TERMINATION DATE TO ENTER INTO SUCH BUSINESS OR HAD COMMITTED SUBSTANTIAL
RESOURCES PRIOR TO THE TERMINATION DATE TO DETERMINE THE FEASIBILITY OF ENTERING
INTO SUCH BUSINESS), WITHIN THE CONTINENTAL UNITED STATES. NOTHING HEREIN SHALL
PROHIBIT EXECUTIVE FROM BEING A PASSIVE OWNER OF NOT MORE THAN 2% OF THE
OUTSTANDING STOCK OF ANY CLASS OF A CORPORATION, WHICH IS PUBLICLY TRADED SO
LONG AS EXECUTIVE HAS NO ACTIVE PARTICIPATION IN THE OPERATIONS OF SUCH
CORPORATION.
(B)
DURING THE NONCOMPETE PERIOD, EXECUTIVE
SHALL NOT DIRECTLY OR INDIRECTLY THROUGH ANOTHER ENTITY (I) INDUCE OR ATTEMPT TO
INDUCE ANY EMPLOYEE OF THE COMPANY OR ANY OTHER SUBSIDIARY OF THE COMPANY TO
LEAVE THE EMPLOY OF SUCH PERSON, OR IN ANY WAY INTERFERE WITH THE EMPLOYEE
RELATIONSHIP BETWEEN THE COMPANY OR ANY OTHER SUBSIDIARY OF THE COMPANY AND ANY
EMPLOYEE THEREOF, (II) HIRE ANY PERSON WHO WAS AN EMPLOYEE OF THE COMPANY OR ANY
OTHER SUBSIDIARY OF THE COMPANY AT ANY TIME DURING THE EMPLOYMENT PERIOD (OTHER
THAN INDIVIDUALS WHO HAVE NOT BEEN EMPLOYED BY THE COMPANY OR ANY OTHER
SUBSIDIARY OF THE COMPANY FOR A PERIOD OF AT LEAST ONE YEAR PRIOR TO EMPLOYMENT
BY EXECUTIVE DIRECTLY