ITS TERMS;
(II)
HOLDINGS AND FINANCIAL ARE CORPORATIONS,
EACH DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS OF THE
STATES OF DELAWARE AND MARYLAND, AS APPLICABLE, AND EACH HAVING FULL CORPORATE
POWER AND AUTHORITY TO CONDUCT ITS BUSINESS AS SUCH BUSINESSES ARE PRESENTLY
CONDUCTED; AND
(III)
THE EXECUTION AND DELIVERY BY EACH OF
HOLDINGS AND FINANCIAL OF THIS AGREEMENT AND THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY WILL NOT RESULT IN THE VIOLATION OF ANY LAW,
STATUTE, RULE, REGULATION, ORDER, WRIT, INJUNCTION, JUDGMENT, OR DECREE OF ANY
COURT OR GOVERNMENTAL AUTHORITY TO OR BY WHICH HOLDINGS OR FINANCIAL IS BOUND,
OR OF ANY PROVISION OF THE CERTIFICATE OF INCORPORATION OR BYLAWS OF HOLDINGS OR
FINANCIAL, AND WILL NOT CONFLICT WITH, OR RESULT IN A BREACH OR VIOLATION OF,
ANY OF THE TERMS OR PROVISIONS OF, OR CONSTITUTE (WITH DUE NOTICE OR LAPSE OF
TIME OR BOTH) A DEFAULT UNDER, ANY AGREEMENT, INSTRUMENT, OR DOCUMENT TO WHICH
HOLDINGS OR FINANCIAL IS A PARTY OR BY WHICH IT IS BOUND OR TO WHICH ANY OF ITS
PROPERTIES OR ASSETS IS SUBJECT, NOR RESULT IN THE CREATION OR IMPOSITION OF ANY
LIEN UPON ANY OF THE PROPERTIES OR ASSETS OF HOLDINGS OR FINANCIAL.
(B)
THE EXECUTIVE HEREBY ACKNOWLEDGES,
REPRESENTS AND WARRANTS TO THE COMPANY THAT:
(I)
THE EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT BY THE EXECUTIVE DO NOT AND SHALL NOT CONFLICT WITH, BREACH,
VIOLATE OR CAUSE A DEFAULT UNDER ANY CONTRACT, AGREEMENT, INSTRUMENT, ORDER,
JUDGMENT OR DECREE TO WHICH THE EXECUTIVE IS A PARTY OR BY WHICH HE IS BOUND;
(II)
THE EXECUTIVE IS NOT A PARTY TO OR BOUND
BY ANY UNDISCLOSED EMPLOYMENT AGREEMENT, NON-COMPETE AGREEMENT OR
CONFIDENTIALITY AGREEMENT WITH ANY OTHER PERSON;
(III)
UPON THE EXECUTION AND DELIVERY OF THIS
AGREEMENT BY THE COMPANY, THIS AGREEMENT SHALL BE THE VALID AND BINDING
OBLIGATION OF THE EXECUTIVE, ENFORCEABLE IN ACCORDANCE WITH ITS TERMS; AND
(IV)
THE EXECUTIVE HAS HAD AMPLE OPPORTUNITY TO
CONSULT WITH INDEPENDENT LEGAL COUNSEL REGARDING HIS RIGHTS AND OBLIGATIONS
UNDER THIS AGREEMENT, HAS SO CONSULTED TO THE EXTENT DESIRED BY THE EXECUTIVE IN
HIS SOLE DISCRETION, AND FULLY UNDERSTANDS THE TERNS AND CONDITIONS CONTAINED
HEREIN.
12
13.
COVENANT NOT TO COMPETE; CONFIDENTIALITY;
INTELLECTUAL PROPERTY, INVENTIONS AND PATENTS.
(A)
COVENANT NOT TO COMPETE.
(I)
IN FURTHER CONSIDERATION OF THE
COMPENSATION TO BE PAID TO THE EXECUTIVE HEREUNDER, THE EXECUTIVE ACKNOWLEDGES
THAT DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY HE HAS AND SHALL
BECOME FAMILIAR WITH THE COMPANY'S AND ITS SUBSIDIARIES' TRADE SECRETS AND WITH
OTHER CONFIDENTIAL INFORMATION CONCERNING THE COMPANY AND ITS SUBSIDIARIES AND
THAT HIS SERVICES SHALL BE OF SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE
COMPANY, AND THEREFORE, THE EXECUTIVE AGREES THAT DURING THE TERM OF EMPLOYMENT
AND FOR A PERIOD OF (1) IN THE CASE OF A TERMINATION BY THE COMPANY WITHOUT
CAUSE OR BY EXECUTIVE AS A RESULT OF A CONSTRUCTIVE TERMINATION, 12 MONTHS OR
(2) IN THE CASE OF A TERMINATION OF EMPLOYMENT FOR ANY OTHER REASON,