MAKE ACCESSIBLE SUCH INFORMATION.
FOR PURPOSES OF THIS
SECTION 5.01, "CONFIDENTIAL INFORMATION" SHALL MEAN ANY TRADE SECRET OR OTHER
NON-PUBLIC INFORMATION CONCERNING THE FINANCIAL DATA, STRATEGIC BUSINESS PLANS,
PRODUCT DEVELOPMENT (OR OTHER PROPRIETARY PRODUCT DATA), CUSTOMER LISTS,
MARKETING PLANS AND OTHER NON-PUBLIC, PROPRIETARY AND CONFIDENTIAL INFORMATION
OF THE COMPANY OR ITS AFFILIATES, THAT, IN ANY CASE, IS NOT OTHERWISE AVAILABLE
TO THE PUBLIC (OTHER THAN BY PARTICIPANT'S BREACH OF THE TERMS HEREOF) OR KNOWN
TO PERSONS IN THE INDUSTRY GENERALLY.
SECTION 5.02
NON-COMPETITION.
THE PARTICIPANT AGREES THAT, DURING THE
TERM OF HIS OR HER EMPLOYMENT WITH THE COMPANY, AND THEREAFTER DURING THE
RESTRICTION PERIOD, HE OR SHE SHALL NOT DIRECTLY OR INDIRECTLY BECOME
ASSOCIATED, AS AN OWNER, PARTNER, SHAREHOLDER (OTHER THAN AS A HOLDER OF NOT IN
EXCESS OF 5% OF THE OUTSTANDING VOTING SHARES OF ANY PUBLICLY TRADED COMPANY),
DIRECTOR, OFFICER, MANAGER, EMPLOYEE, AGENT, CONSULTANT OR OTHERWISE, WITH ANY
CAR OR EQUIPMENT RENTAL OR COMPARABLE COMPANY, WHICH COMPETES WITH THE BUSINESS,
AND FOR THE CUSTOMER BASE, OF THE COMPANY (A "COMPETITIVE BUSINESS").
THIS
SECTION 5.02 SHALL NOT BE DEEMED TO RESTRICT (A) A PARTICIPANT WHO IS A LAWYER
FROM WORKING FOR OR BEING ASSOCIATED WITH A LAW FIRM AS LONG AS THE PARTICIPANT
DOES NOT PROVIDE LEGAL SERVICES TO A COMPETITIVE BUSINESS OR (B) ASSOCIATION
WITH ANY ENTERPRISE THAT CONDUCTS UNRELATED BUSINESS OR THAT HAS MATERIAL
OPERATIONS OUTSIDE OF THE GEOGRAPHIC AREA THAT ENCOMPASSES THE COMPANY'S
CUSTOMER BASE (OR WHERE THE COMPANY HAD PLANS AT THE TERMINATION DATE TO ENTER)
FOR SO LONG AS THE PARTICIPANT'S ROLE WHETHER DIRECT OR INDIRECT (E.G.,
SUPERVISORY), IS SOLELY WITH RESPECT TO SUCH UNRELATED BUSINESS OR OTHER
GEOGRAPHIC AREA (AS THE CASE MAY BE).
SECTION 5.03
NON-SOLICITATION.
THE PARTICIPANT AGREES THAT, DURING
THE TERM OF HIS OR HER EMPLOYMENT WITH THE COMPANY, AND THEREAFTER DURING THE
RESTRICTION PERIOD, HE OR SHE SHALL NOT DIRECTLY OR INDIRECTLY EMPLOY OR SEEK TO
EMPLOY, OR SOLICIT OR CONTACT OR CAUSE OTHERS TO SOLICIT OR CONTACT WITH A VIEW
TO ENGAGE OR EMPLOY, ANY PERSON WHO IS OR WAS A MANAGERIAL LEVEL EMPLOYEE OF THE
COMPANY AT THE TIME OF THE PARTICIPANT'S TERMINATION DATE OR AT ANY TIME DURING
THE TWELVE-MONTH PERIOD PRECEDING SUCH DATE.
THIS SECTION 5.03 SHALL NOT BE
DEEMED TO BE VIOLATED SOLELY BY (A) PLACING AN ADVERTISEMENT OR OTHER GENERAL
SOLICITATION OR (B) SERVING AS A REFERENCE.
SECTION 5.04
NON-DISPARAGEMENT.
THE PARTICIPANT AGREES THAT HE OR SHE
SHALL NOT AT ANY TIME DISPARAGE THE COMPANY OR ANY OFFICER OR EMPLOYEE OF THE
COMPANY, AND SHALL NOT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, MAKE
ANY WRITTEN OR ORAL STATEMENT CONCERNING THE TERMINATION OF HIS OR HER
EMPLOYMENT OR ANY CIRCUMSTANCES,
8
TERMS OR CONDITIONS RELATING THERETO, WHICH STATEMENT IS REASONABLY LIKELY TO
BECOME GENERALLY KNOWN TO THE PUBLIC.
NOTHING IN THIS SECTION 5.04 SHALL
PREVENT THE LAWFUL FILING OR PROSECUTION OF ANY CLAIM AGAINST THE COMPANY IN ANY
JUDICIAL, ARBITRATION, GOVERNMENTAL, OR OTHER APPROPRIATE FORUM FOR ADJUDICATION
OF DISPUTES, ANY RESPONSE