MAKE ACCESSIBLE SUCH
INFORMATION.
FOR PURPOSES OF THIS PARAGRAPH 7(A), "CONFIDENTIAL INFORMATION"
WILL
9
MEAN NON-PUBLIC INFORMATION CONCERNING THE FINANCIAL DATA, STRATEGIC BUSINESS
PLANS, PRODUCT DEVELOPMENT (OR OTHER PROPRIETARY PRODUCT DATA), CUSTOMER LISTS,
MARKETING PLANS AND OTHER NON-PUBLIC, PROPRIETARY AND CONFIDENTIAL INFORMATION
OF THE COMPANY AND ITS SUBSIDIARIES THAT IS NOT OTHERWISE AVAILABLE TO THE
PUBLIC; PROVIDED, HOWEVER, THAT CONFIDENTIAL INFORMATION WILL ALSO INCLUDE ANY
INFORMATION OF THE TYPE HEREIN DESCRIBED WHICH HAS BECOME PUBLICLY AVAILABLE
THROUGH ANY BREACH OF FIDUCIARY DUTY.
(B)
DURING THE PERIOD OF HER EMPLOYMENT HEREUNDER AND FOR A PERIOD OF
18 MONTHS THEREAFTER (OR, IF SUCH TERMINATION, ARISES IN CIRCUMSTANCES WHERE
EXECUTIVE IS ENTITLED TO PAYMENTS PURSUANT TO PARAGRAPH 6(A) HEREOF, DURING THE
PERIOD OF HIS EMPLOYMENT HEREUNDER AND FOR A PERIOD OF 24 MONTHS THEREAFTER),
THE EXECUTIVE AGREES THAT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, SHE
WILL NOT, DIRECTLY OR INDIRECTLY, EITHER AS PRINCIPAL, MANAGER, AGENT,
CONSULTANT, OFFICER, STOCKHOLDER, PARTNER, INVESTOR, LENDER OR EMPLOYEE OR IN
ANY OTHER CAPACITY, CARRY ON, BE ENGAGED IN OR HAVE ANY FINANCIAL INTEREST IN,
ANY BUSINESS WHICH IS IN MATERIAL COMPETITION WITH THE BUSINESS OF THE COMPANY
AND/OR ITS AFFILIATES.
(C)
FOR PURPOSES OF THIS SECTION 7, A BUSINESS WILL BE DEEMED TO BE IN
COMPETITION WITH THE COMPANY IF IT IS PRINCIPALLY INVOLVED IN THE PURCHASE, SALE
OR OTHER DEALING IN ANY PROPERTY OR
THE RENDERING OF ANY SERVICE PURCHASED,
SOLD, DEALT IN OR RENDERED BY THE COMPANY AND/OR ITS AFFILIATES AS A MATERIAL
PART OF THE BUSINESS OF THE COMPANY AND/OR ITS AFFILIATES WITHIN THE SAME
GEOGRAPHIC AREAS IN WHICH THE COMPANY AND/OR ITS AFFILIATES PRINCIPALLY EFFECT
SUCH PURCHASES, SALES OR DEALINGS OR RENDER SUCH SERVICES.
NOTHING IN THIS
SECTION 7 WILL BE CONSTRUED SO AS TO PRECLUDE THE EXECUTIVE FROM (I) INVESTING
IN ANY PUBLICLY HELD COMPANY PROVIDED EXECUTIVE'S BENEFICIAL OWNERSHIP OF ANY
CLASS OF SUCH COMPANY'S SECURITIES DOES NOT EXCEED 3% OF THE OUTSTANDING
SECURITIES OF SUCH CLASS.
(D)
THE EXECUTIVE AND THE COMPANY AGREE THAT THIS COVENANT NOT TO
COMPETE IS A REASONABLE COVENANT UNDER THE CIRCUMSTANCES, AND FURTHER AGREE THAT
IF IN THE OPINION OF ANY COURT OF COMPETENT JURISDICTION SUCH RESTRAINT IS NOT
REASONABLE IN ANY RESPECT, SUCH COURT WILL HAVE THE RIGHT, POWER AND AUTHORITY
TO EXCISE OR MODIFY SUCH PROVISION OR PROVISIONS OF THIS COVENANT AS TO THE
COURT WILL APPEAR NOT REASONABLE AND TO ENFORCE THE REMAINDER OF THE COVENANT AS
SO AMENDED.
EXECUTIVE AGREES THAT ANY BREACH OF THE COVENANTS CONTAINED IN THIS
SECTION 7 WOULD IRREPARABLY INJURE THE COMPANY.
ACCORDINGLY, THE COMPANY MAY,
IN ADDITION TO PURSUING ANY OTHER REMEDIES IT MAY HAVE IN LAW OR IN EQUITY,
OBTAIN AN INJUNCTION AGAINST EXECUTIVE FROM ANY COURT HAVING JURISDICTION OVER
THE MATTER, RESTRAINING ANY FURTHER VIOLATION OF THIS AGREEMENT BY THE
EXECUTIVE.
(E)
SURVIVAL.
THE PROVISIONS SET FORTH IN THIS SECTION WILL, AS
NOTED, SURVIVE TERMINATION OF THIS AGREEMENT.
8.
INDEMNIFICATION AND INSURANCE.
THE COMPANY WILL INDEMNIFY THE
EXECUTIVE IN ACCORDANCE WITH THE COMPANY'S