INVENTIONS AND NON-SOLICITATION AGREEMENT.
ON
THE DATE HEREOF, EXECUTIVE SHALL EXECUTE A CONFIDENTIALITY, INVENTIONS AND
NON-SOLICITATION AGREEMENT, IN THE FORM OF EXHIBIT A ATTACHED HERETO AND MADE A
PART HEREOF (THE "CONFIDENTIALITY, INVENTIONS AND NON-SOLICITATION AGREEMENT").
9.
RESTRICTIVE COVENANTS.
(A)
EXECUTIVE'S ACKNOWLEDGMENT.
EXECUTIVE ACKNOWLEDGES THAT:
(I) PARENT AND THE COMPANY ARE AND WILL BE ENGAGED IN THE BUSINESS DURING THE
EMPLOYMENT PERIOD AND THEREAFTER; (II) PARENT AND THE COMPANY ARE AND WILL BE
ACTIVELY ENGAGED IN THE BUSINESS THROUGHOUT THE WORLD; (III) EXECUTIVE IS ONE OF
A LIMITED NUMBER OF PERSONS WHO WILL BE DEVELOPING THE BUSINESS; (IV) EXECUTIVE
WILL OCCUPY A POSITION OF TRUST AND CONFIDENCE WITH THE COMPANY AFTER THE DATE
OF THIS EMPLOYMENT AGREEMENT AND DURING THE EMPLOYMENT PERIOD EXECUTIVE WILL
BECOME FAMILIAR WITH PARENT'S AND THE COMPANY'S AND EACH OF THEIR SUBSIDIARIES'
AND PORTFOLIO COMPANIES (COLLECTIVELY, THE "GROUP") TRADE SECRETS AND WITH OTHER
PROPRIETARY AND CONFIDENTIAL INFORMATION CONCERNING THE GROUP AND THE BUSINESS
(AND THE OTHER BUSINESSES OF THE GROUP); (V) THE AGREEMENTS AND COVENANTS
CONTAINED IN THIS SECTION 9 ARE ESSENTIAL TO PROTECT THE GROUP AND THE GOODWILL
OF THE BUSINESS AND ARE A CONDITION PRECEDENT TO THE COMPANY ENTERING INTO THIS
EMPLOYMENT AGREEMENT; (VI) EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAS SPECIAL,
UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND PARENT AND THE COMPANY WOULD
BE IRREPARABLY DAMAGED IF EXECUTIVE WERE TO PROVIDE SERVICES TO ANY PERSON OR
ENTITY IN VIOLATION OF THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT; AND
(VII) EXECUTIVE HAS MEANS TO SUPPORT EXECUTIVE AND EXECUTIVE'S DEPENDENTS OTHER
THAN BY ENGAGING IN THE BUSINESS, AND THE PROVISIONS OF THIS SECTION 9 WILL NOT
IMPAIR SUCH ABILITY.
(B)
RESTRICTIONS.
EXECUTIVE WILL NOT, DURING THE RESTRICTED PERIOD
(AS DEFINED BELOW), ANYWHERE IN NORTH AMERICA (THE "RESTRICTED TERRITORY"),
DIRECTLY OR INDIRECTLY (WHETHER AS AN OWNER, PARTNER, SHAREHOLDER, AGENT,
OFFICER, DIRECTOR, EMPLOYEE, INDEPENDENT CONTRACTOR, CONSULTANT, OR OTHERWISE)
OWN, OPERATE, MANAGE, CONTROL, INVEST IN, PERFORM SERVICES FOR, OR ENGAGE OR
PARTICIPATE IN ANY MANNER IN, OR RENDER SERVICES TO (ALONE OR IN ASSOCIATION
WITH ANY PERSON OR ENTITY) OR OTHERWISE ASSIST ANY PERSON OR ENTITY IN, THE
FOLLOWING ENTITIES, OR IN ANY ENTITY OR ENTITIES DIRECTLY OR INDIRECTLY RELATED
TO THE FOLLOWING ENTITIES:
BOB EVANS'; IHOP; DENNY'S; PERKIN'S; MARIE
CALLENDER'S; MIMI'S; CRACKER BARREL; COCO'S; AND CARROWS.
The term "Restricted Period" means the period of time from the date of this
Employment Agreement until one (1) year after the termination for any reason of
Executive's
3
employment relationship with the Group or any successor thereto (whether
pursuant to a written agreement or otherwise, including any Renewal Employment
Period under this Employment Agreement).
The Restricted Period shall be
extended for a period equal to any time period that Executive is in violation of
Section 9.
Nothing contained in Section 9(b) above shall be construed to
prevent Executive from investing in the stock of any competing corporation
listed on a national securities exchange or traded in the over-the-counter
market, but only if Executive is not involved in the business of