TERM, HE SHALL POSSESS AND USE THE
CONFIDENTIAL INFORMATION SOLELY AND EXCLUSIVELY TO PROTECT AND ADVANCE THE
INTERESTS OF THE COMPANY AND THE COMPANY'S CONTROLLED SUBSIDIARIES; AND THAT AT
ALL TIMES THEREAFTER, HE (I) SHALL CONTINUE TO TREAT THE CONFIDENTIAL
INFORMATION AS PROPRIETARY TO THE COMPANY, AND (II) SHALL NOT MAKE USE OF, OR
DIVULGE TO ANY THIRD PARTY, ALL OR ANY PART OF THE CONFIDENTIAL INFORMATION
UNLESS AND EXCEPT TO THE EXTENT SO AUTHORIZED IN WRITING BY THE COMPANY OR
REQUIRED BY JUDICIAL, LEGISLATIVE OR REGULATORY PROCESS.
FLEGEL MAY USE
CONFIDENTIAL INFORMATION IN CONNECTION WITH THE BUSINESS OPPORTUNITIES DESCRIBED
IN SCHEDULE A, UNLESS THE COMPANY NOTIFIES FLEGEL IN WRITING THAT SUCH USE IS
PROHIBITED.
D.
FLEGEL ACKNOWLEDGES THAT DURING HIS EMPLOYMENT HE CREATED AND/OR
WAS FURNISHED WITH, AND DURING THE TERM, HE WILL CREATE AND/OR BE FURNISHED WITH
(I) MATERIALS THAT EMBODY OR CONTAIN CONFIDENTIAL INFORMATION (IN WRITTEN AND
ELECTRONIC FORM) AND (II) OTHER TANGIBLE ITEMS THAT ARE THE PROPERTY OF THE
COMPANY AND ITS SUBSIDIARIES.
FLEGEL AGREES THAT, UPON EXPIRATION, OR OTHER
TERMINATION OF THE TERM, OR SOONER IF THE COMPANY SO REQUESTS, HE SHALL PROMPTLY
DELIVER TO THE COMPANY ALL SUCH MATERIALS AND OTHER TANGIBLE ITEMS SO CREATED
AND/OR FURNISHED, INCLUDING WITHOUT LIMITATION DRAWINGS, BLUEPRINTS, SKETCHES,
MANUALS, LETTERS, NOTES, NOTEBOOKS, REPORTS, LISTS OF CUSTOMERS AND VENDORS,
PERSONNEL LISTS, COMPUTER DISKS AND PRINTOUTS, COMPUTER HARDWARE AND PRINTERS,
AND THAT HE SHALL NOT RETAIN ANY ORIGINALS OR COPIES OF SUCH MATERIALS, OR ANY
OF SUCH TANGIBLE ITEMS, UNLESS AND EXCEPT TO THE EXTENT SO AUTHORIZED IN WRITING
BY THE COMPANY.
E.
FLEGEL AGREES TO INFORM ALL PROSPECTIVE EMPLOYERS AND CONSULTING
CLIENTS OF THE CONTENT OF THIS SECTION 10 AND OF SECTION 11 OF THIS AGREEMENT
PRIOR TO HIS ACCEPTANCE OF EMPLOYMENT AND CONSULTING ENGAGEMENTS.
11.
RESTRICTIONS AGAINST COMPETITION AND SOLICITATION.
A.
FLEGEL AGREES THAT, DURING THE TERM AND THE RESTRICTED PERIOD
(DEFINED IN SECTION 11(B)(1) BELOW), HE SHALL NOT IN ANY WAY, DIRECTLY OR
INDIRECTLY, MANAGE, OPERATE, CONTROL, ACCEPT EMPLOYMENT OR A CONSULTING POSITION
WITH OR OTHERWISE ADVISE OR ASSIST OR BE CONNECTED WITH, OR OWN OR HAVE ANY
FINANCIAL INTEREST IN, ANY COMPETITIVE ENTERPRISE (DEFINED IN SECTION 11(B)(2)
BELOW).
B.
FOR PURPOSES OF THIS SECTION 11:
(1)
"Restricted Period" means the twenty four (24) month period beginning on May 1,
2008;
(2)
"Competitive Enterprise" means any person or business organization engaged,
directly or indirectly, in the business of (i) designing, manufacturing and
marketing front-end fixtures, shelving and other display equipment and
accessories for use by retail stores; (ii) distribution and fulfillment of
magazines, books, pre-recorded music and video and video games, (iii) rendering
third party billing and collection services with respect to claims for
manufacturer rebates and incentive payments payable to retailers respecting the
sale of magazines, periodicals, confections and general merchandise, and/or
(iv) providing sales and marketing data and analyses to retailers and vendors of
products distributed by the Company.
It is understood and agreed that Flegel shall not be deemed to violate the
provisions of