INFORMATION WOULD CAUSE IRREPARABLE DAMAGE TO THE COMPANY.
THE EXECUTIVE
ACKNOWLEDGES THAT BY VIRTUE OF HIS EMPLOYMENT WITH THE COMPANY, HE HAS GAINED OR
MAY GAIN KNOWLEDGE OF SUCH INFORMATION CONCERNING THE COMPANY'S VENDORS AND
CUSTOMERS (RESPECTIVELY "VENDOR INFORMATION" OR "CUSTOMER INFORMATION"), AND
THAT HE WOULD INEVITABLY HAVE TO DRAW ON THIS VENDOR INFORMATION AND CUSTOMER
INFORMATION AND ON OTHER CONFIDENTIAL
4
INFORMATION IF HE WERE TO SOLICIT OR SERVICE THE COMPANY'S VENDORS OR CUSTOMERS
ON BEHALF OF A COMPETING BUSINESS ENTERPRISE. ACCORDINGLY, AND SUBJECT TO THE
IMMEDIATELY FOLLOWING SENTENCE, THE EXECUTIVE AGREES THAT DURING THE EMPLOYMENT
PERIOD AND FOR A PERIOD OF 18 MONTHS FOLLOWING THE TERMINATION THEREOF, OTHER
THAN BY REASON OF (I) A TERMINATION BY THE COMPANY WITHOUT CAUSE, OR (II) A
TERMINATION BY THE EXECUTIVE FOR GOOD REASON, THE EXECUTIVE SHALL NOT, ON BEHALF
OF HIMSELF OR ANY OTHER PERSON, OTHER THAN THE COMPANY, DIRECTLY OR INDIRECTLY
DO BUSINESS WITH, SOLICIT THE BUSINESS OF, OR PERFORM ANY SERVICES FOR ANY
ACTUAL VENDOR OR CUSTOMER OF THE COMPANY, ANY PERSON THAT HAS BEEN A VENDOR OR
CUSTOMER OF THE COMPANY WITHIN THE 12-MONTH PERIOD PRECEDING SUCH TERMINATION OR
ANY ACTIVELY SOLICITED PROSPECTIVE VENDOR OR CUSTOMER AS TO WHOM OR WHICH THE
EXECUTIVE PROVIDED ANY SERVICES OR AS TO WHOM OR WHICH THE EXECUTIVE HAS
KNOWLEDGE OF VENDOR INFORMATION, CUSTOMER INFORMATION OR CONFIDENTIAL
INFORMATION. THE FOREGOING RESTRICTIVE COVENANT SHALL ONLY APPLY TO BUSINESS
ACTIVITIES ENGAGED IN BY THE EXECUTIVE ON BEHALF OF HIMSELF OR ANY OTHER PERSON
THAT ARE DIRECTLY COMPETITIVE WITH THOSE OF THE OPERATING DIVISIONS OF THE
COMPANY IN WHICH THE EXECUTIVE HAS WORKED OR OVER WHICH HE HAS OR HAS HAD
SUPERVISORY RESPONSIBILITY, IN TERMS OF CHANNELS OF DISTRIBUTION, TYPES OF
PRODUCTS, GENDER FOR WHICH THE PRODUCTS HAVE BEEN DESIGNED AND SIMILARITY OF
PRICE RANGE.
IN ADDITION, THE EXECUTIVE AGREES THAT, DURING THE EMPLOYMENT
PERIOD AND SUCH 18-MONTH PERIOD THEREAFTER, HE WILL NOT, DIRECTLY OR INDIRECTLY,
SEEK TO ENCOURAGE OR INDUCE ANY SUCH VENDOR OR CUSTOMER TO CEASE DOING BUSINESS
WITH, OR LESSEN ITS BUSINESS WITH, THE COMPANY, OR OTHERWISE INTERFERE WITH OR
DAMAGE (OR ATTEMPT TO INTERFERE WITH OR DAMAGE) ANY OF THE COMPANY'S
RELATIONSHIPS WITH ITS VENDORS AND CUSTOMERS, EXCEPT IN THE ORDINARY COURSE OF
THE COMPANY'S BUSINESS.
(c)
Non-Competition.
The Executive agrees that, during the Employment
Period and for a period of 12 months following his termination of employment,
other than by reason of (i) a termination by the Company without Cause, or
(ii) a termination by the Executive for Good Reason, the Executive shall not,
without the prior written consent of the Company, directly or indirectly, on the
Executive's behalf or on behalf of any other person, firm, corporation,
association or other entity, as an employee, director, advisor, partner,
consultant or otherwise, engage in any business of, provide services to, enter
the employ of, or have any interest in, any other person, firm, corporation or
other entity that is engaged in a business that is in competition with the
primary