PROTECTION OF SUCH INFORMATION).
(B)
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY AND FOR ONE YEAR AFTER THE DATE OF TERMINATION, THE EXECUTIVE AGREES
THAT HE WILL NOT, DIRECTLY OR INDIRECTLY, INDIVIDUALLY OR ON BEHALF OF ANY OTHER
PERSON, FIRM, CORPORATION OR OTHER ENTITY, KNOWINGLY SOLICIT, AID OR INDUCE ANY
MANAGERIAL LEVEL EMPLOYEE OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES TO LEAVE EMPLOYMENT IN ORDER TO ACCEPT EMPLOYMENT WITH OR RENDER
SERVICES TO OR WITH ANY OTHER PERSON, FIRM, CORPORATION OR OTHER ENTITY
UNAFFILIATED WITH THE COMPANY OR KNOWINGLY TAKE ANY ACTION TO MATERIALLY ASSIST
OR AID ANY OTHER PERSON, FIRM, CORPORATION OR OTHER ENTITY IN IDENTIFYING OR
HIRING ANY SUCH EMPLOYEE.
(C)
THE EXECUTIVE AGREES THAT DURING AND AFTER
HIS EMPLOYMENT WITH THE COMPANY HE SHALL NOT MAKE ANY PUBLIC STATEMENTS THAT
DISPARAGE THE COMPANY, ITS RESPECTIVE AFFILIATES, EMPLOYEES, OFFICERS,
DIRECTORS, PRODUCTS OR SERVICES.
NOTWITHSTANDING THE FOREGOING, STATEMENTS MADE
IN THE COURSE OF SWORN TESTIMONY IN ADMINISTRATIVE, JUDICIAL OR ARBITRAL
PROCEEDINGS (INCLUDING, WITHOUT LIMITATION, DEPOSITIONS IN CONNECTION WITH SUCH
PROCEEDINGS) SHALL NOT BE SUBJECT TO THIS SECTION 8(C).
(D)
FOR A PERIOD OF 12 MONTHS AFTER EXECUTIVE'S
TERMINATION OF EMPLOYMENT WITH THE COMPANY (OR FOR A PERIOD OF 12 MONTHS AFTER A
FINAL JUDGMENT OR INJUNCTION ENFORCING THIS COVENANT), EXECUTIVE AGREES NOT TO,
DIRECTLY AS AN EMPLOYEE OR INDIRECTLY AS A CONSULTANT OR CONTRACTOR, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMPANY, BE EMPLOYED IN THE SAME OR SIMILAR
CAPACITY AS EXECUTIVE WAS EMPLOYED BY THE COMPANY IMMEDIATELY PRIOR TO
EXECUTIVE'S TERMINATION OF EMPLOYMENT, BY ANOTHER BUSINESS ENTITY OR PERSON
DERIVING MORE THAN 10% OF ITS GROSS REVENUES IN THE TERRITORY FROM THE SALE OR
DISTRIBUTION OF OFFICE SUPPLIES, OFFICE FURNITURE, COMPUTER CONSUMABLES OR
RELATED OFFICE PRODUCTS OR SERVICES.
FOR PURPOSES HEREOF, THE TERRITORY SHALL
BE ALL OF NORTH AMERICA.
(E)
THE EXECUTIVE AGREES THAT THE RESTRICTIONS
SET FORTH IN SECTION 8(A), 8(B), 8(C) AND 8(D) HEREOF ARE REASONABLE AND
NECESSARY TO PROTECT THE LEGAL INTERESTS OF THE COMPANY.
THE EXECUTIVE FURTHER
AGREES THAT THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN THE EVENT OF
ANY ACTUAL OR THREATENED BREACH OF SUCH RESTRICTIONS.
9.
DISPUTE RESOLUTION.
EXCEPT FOR THE
COMPANY'S RIGHT TO SEEK INJUNCTIVE RELIEF AS SET FORTH IN SECTION 8(E), ALL
DISPUTES ARISING UNDER, RELATED TO, OR IN CONNECTION WITH THIS AGREEMENT ARISING
PRIOR TO A CHANGE OF CONTROL SHALL BE SETTLED BY EXPEDITED ARBITRATION CONDUCTED
BEFORE A PANEL OF THREE ARBITRATORS SITTING IN
10
CHICAGO, ILLINOIS, IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION
ASSOCIATION THEN IN EFFECT.
THE DECISION OF THE ARBITRATORS IN THAT PROCEEDING
SHALL BE BINDING ON THE COMPANY AND THE EXECUTIVE.
JUDGMENT MAY BE ENTERED ON
THE AWARD OF THE ARBITRATORS IN ANY COURT HAVING JURISDICTION.
ALL EXPENSES OF
SUCH ARBITRATION, INCLUDING LEGAL FEES, SHALL BE BORNE BY THE NON-PREVAILING
PARTY IN SUCH ARBITRATION.
10.
SUCCESSORS.
(A)
THIS AGREEMENT IS PERSONAL TO THE EXECUTIVE
AND, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHALL NOT BE ASSIGNABLE