JURISDICTION IN WHICH THE
COMPANY PROVIDES, OR HAS PROVIDED DURING THE TERM, THE RELEVANT COMPANY PRODUCTS
OR SERVICES, AND (II) EXECUTIVE SHALL BE CONSIDERED TO HAVE BECOME "ASSOCIATED
WITH A COMPETITIVE ACTIVITY" IF EXECUTIVE BECOMES DIRECTLY OR INDIRECTLY
INVOLVED AS AN OWNER, PRINCIPAL, EMPLOYEE, OFFICER, DIRECTOR, INDEPENDENT
CONTRACTOR, REPRESENTATIVE, STOCKHOLDER, FINANCIAL BACKER, AGENT, PARTNER,
MEMBER, ADVISOR, LENDER, CONSULTANT OR IN ANY OTHER INDIVIDUAL OR REPRESENTATIVE
CAPACITY WITH ANY INDIVIDUAL, PARTNERSHIP, CORPORATION OR OTHER ORGANIZATION
THAT IS ENGAGED IN A COMPETITIVE ACTIVITY. NOTWITHSTANDING ANYTHING ELSE IN THIS
SECTION 2(B), (I) EXECUTIVE MAY BECOME EMPLOYED BY A PARTNERSHIP, CORPORATION OR
OTHER ORGANIZATION THAT IS ENGAGED IN A COMPETITIVE ACTIVITY SO LONG AS
EXECUTIVE HAS NO DIRECT OR INDIRECT RESPONSIBILITIES OR INVOLVEMENT IN THE
COMPETITIVE ACTIVITY, (II) EXECUTIVE MAY OWN, FOR INVESTMENT PURPOSES ONLY, UP
TO FIVE PERCENT (5%) OF THE OUTSTANDING CAPITAL STOCK OF ANY PUBLICLY-TRADED
CORPORATION ENGAGED IN A COMPETITIVE ACTIVITY IF THE STOCK OF SUCH CORPORATION
IS EITHER LISTED ON A NATIONAL STOCK EXCHANGE OR ON THE NASDAQ NATIONAL MARKET
SYSTEM AND IF EXECUTIVE IS NOT OTHERWISE AFFILIATED WITH SUCH CORPORATION, (III)
IF EXECUTIVE'S EMPLOYMENT HEREUNDER IS TERMINATED BY THE COMPANY FOR ANY REASON
OTHER THAN EXECUTIVE'S DEATH, DISABILITY OR CAUSE, OR BY EXECUTIVE FOR GOOD
REASON, THEN THE RESTRICTIONS CONTAINED IN THIS SECTION 2(B) SHALL LAPSE, AND
(IV) EXECUTIVE SHALL ONLY BE SUBJECT TO THE RESTRICTIONS CONTAINED IN THIS
SECTION 2(B) TO THE EXTENT THE ACTIVITY THAT WOULD OTHERWISE BE PROHIBITED BY
THIS SECTION POSES A REASONABLE COMPETITIVE THREAT TO THE COMPANY, WHICH
DETERMINATION SHALL BE MADE BY THE COMPANY IN GOOD FAITH.
(C)
NON-SOLICITATION OF EMPLOYEES. EXECUTIVE RECOGNIZES THAT HE
POSSESSES AND WILL POSSESS CONFIDENTIAL INFORMATION ABOUT OTHER EMPLOYEES,
CONSULTANTS AND CONTRACTORS OF THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES
RELATING TO THEIR EDUCATION, EXPERIENCE, SKILLS, ABILITIES, COMPENSATION AND
BENEFITS, AND INTER-PERSONAL RELATIONSHIPS WITH SUPPLIERS TO AND CUSTOMERS OF
THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES. EXECUTIVE RECOGNIZES THAT THE
INFORMATION HE POSSESSES AND WILL POSSESS ABOUT THESE OTHER EMPLOYEES,
CONSULTANTS AND CONTRACTORS IS NOT GENERALLY KNOWN, IS OF SUBSTANTIAL VALUE TO
THE COMPANY AND ITS SUBSIDIARIES OR AFFILIATES IN DEVELOPING THEIR RESPECTIVE
BUSINESSES AND IN SECURING AND RETAINING CUSTOMERS, AND HAS BEEN AND WILL BE
ACQUIRED BY EXECUTIVE BECAUSE OF EXECUTIVE'S BUSINESS POSITION WITH THE COMPANY.
EXECUTIVE AGREES THAT, DURING EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, AND FOR A
PERIOD OF EIGHTEEN (18) MONTHS THEREAFTER, EXECUTIVE WILL NOT, DIRECTLY OR
INDIRECTLY, SOLICIT OR RECRUIT ANY EMPLOYEE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES (OR ANY INDIVIDUAL WHO WAS AN EMPLOYEE OF THE COMPANY
OR ANY OF ITS SUBSIDIARIES OR AFFILIATES AT ANY TIME DURING THE SIX (6) MONTHS
PRIOR TO SUCH ACT OF HIRING, SOLICITATION OR RECRUITMENT) FOR THE PURPOSE OF
BEING EMPLOYED BY EXECUTIVE OR BY ANY BUSINESS, INDIVIDUAL, PARTNERSHIP, FIRM,
5
CORPORATION OR OTHER ENTITY ON WHOSE BEHALF EXECUTIVE IS ACTING AS AN AGENT,
REPRESENTATIVE OR EMPLOYEE AND THAT EXECUTIVE WILL NOT CONVEY ANY SUCH
CONFIDENTIAL INFORMATION OR TRADE SECRETS ABOUT OTHER