OF HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES,
OR (B) INDUCE ANY EMPLOYEE OF HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES WHO IS A MEMBER OF MANAGEMENT TO ENGAGE IN ANY ACTIVITY WHICH
EXECUTIVE IS PROHIBITED FROM ENGAGING IN UNDER ANY OF SECTIONS 8, 9, 10 OR 11
HEREOF OR TO TERMINATE HIS EMPLOYMENT WITH EMPLOYER.
11.
NON-SOLICITATION OF CUSTOMERS.
DURING THE
RESTRICTION PERIOD, EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, SOLICIT OR
OTHERWISE ATTEMPT TO ESTABLISH FOR HIMSELF OR ANY OTHER PERSON, FIRM OR ENTITY
ANYWHERE IN THE UNITED STATES OR EUROPE ANY BUSINESS RELATIONSHIP OF A NATURE
THAT IS COMPETITIVE WITH THE BUSINESS OR RELATIONSHIP OF HOLDING, EMPLOYER OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES WITH ANY PERSON, FIRM OR CORPORATION WHICH
WAS A CUSTOMER, CLIENT OR DISTRIBUTOR OF HOLDING, EMPLOYER OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES AT ANY TIME DURING THE EMPLOYMENT PERIOD (IN THE CASE OF
ANY SUCH ACTIVITY DURING THE EMPLOYMENT PERIOD) OR DURING THE TWELVE-MONTH
PERIOD PRECEDING THE DATE OF EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH HOLDING,
EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES, OTHER THAN ANY SUCH SOLICITATION
DURING EXECUTIVE'S EMPLOYMENT WITH HOLDING OR EMPLOYER ON BEHALF OF HOLDING,
EMPLOYER OR ANY OF THEIR RESPECTIVE SUBSIDIARIES.
12.
RETURN OF DOCUMENTS.
IN THE EVENT OF THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE WILL DELIVER TO
EMPLOYER ALL OF HOLDING'S, EMPLOYER'S OR ANY OF THEIR RESPECTIVE SUBSIDIARIES'
PROPERTY AND HOLDING'S, EMPLOYER'S OR ANY OF THEIR RESPECTIVE, SUBSIDIARIES'
NON-PERSONAL DOCUMENTS AND DATA OF ANY NATURE AND IN WHATEVER MEDIUM PERTAINING
TO EXECUTIVE'S EMPLOYMENT WITH HOLDING, EMPLOYER OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES, AND HE WILL NOT TAKE WITH HIM ANY SUCH PROPERTY, DOCUMENTS OR DATA
OF ANY DESCRIPTION OR ANY REPRODUCTION THEREOF, OR ANY DOCUMENTS CONTAINING OR
PERTAINING TO ANY CONFIDENTIAL INFORMATION.
WHETHER DOCUMENTS OR DATA ARE
"PERSONAL" OR "NON-PERSONAL" SHALL BE DETERMINED AS FOLLOWS:
EXECUTIVE SHALL
PRESENT ANY DOCUMENTS OR DATA THAT HE WISHES TO TAKE WITH HIM TO THE CHIEF LEGAL
OFFICER OF EMPLOYER FOR HIS REVIEW.
THE CHIEF LEGAL OFFICER SHALL MAKE AN
INITIAL DETERMINATION WHETHER ANY SUCH DOCUMENTS OR DATA ARE PERSONAL OR
NON-PERSONAL, AND WITH RESPECT TO SUCH DOCUMENTS OR DATA THAT HE DETERMINES TO
BE NON-PERSONAL, SHALL NOTIFY EXECUTIVE EITHER THAT SUCH DOCUMENTS OR DATA MUST
BE RETAINED BY EMPLOYER OR THAT EMPLOYER MUST MAKE AND RETAIN A COPY THEREOF
BEFORE EXECUTIVE TAKES SUCH DOCUMENTS OR DATA WITH HIM.
ANY DISPUTES AS
10
to the personal or non-personal nature of any such documents or data shall first
be presented to the Chairman of Employer's Board or to another representative
designated by Employer's Board (such Chairman or representative, the
"Chairman"), and if such disputes are not promptly resolved by Executive and the
Chairman, such disputes shall be resolved through arbitration pursuant to
Section 17(b).
13.
CERTAIN UNDERSTANDINGS, INJUNCTIVE RELIEF
WITH RESPECT TO COVENANTS.
(A)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE
COVENANTS, OBLIGATIONS AND AGREEMENTS OF EXECUTIVE WITH RESPECT TO
NONCOMPETITION, NONSOLICITATION, CONFIDENTIALITY AND EMPLOYER PROPERTY RELATE TO
SPECIAL, UNIQUE AND EXTRAORDINARY