COMPANY OR SERVICES PROVIDED BY THE COMPANY
AT THE TIME OF TERMINATION OR (II) PRODUCTS OR SERVICES PROPOSED AT THE TIME OF
SUCH TERMINATION TO BE DISTRIBUTED, SOLD, LICENSED OR PROVIDED BY THE COMPANY
WITHIN THE UNITED STATES {THE "TERRITORY"); PROVIDED, HOWEVER, THAT NOTHING
CONTAINED HEREIN SHALL BE CONSTRUED TO PREVENT EXECUTIVE FROM INVESTING IN THE
STOCK OF ANY COMPETING CORPORATION LISTED ON A NATIONAL SECURITIES EXCHANGE OR
TRADED IN THE OVER-THE-COUNTER MARKET, BUT ONLY IF EXECUTIVE IS NOT INVOLVED IN
THE BUSINESS OF SAID CORPORATION AND IF EXECUTIVE AND HIS ASSOCIATES (AS SUCH
TERM IS DEFINED IN REGULATION 14(A) PROMULGATED UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS IN EFFECT ON THE DATE HEREOF), COLLECTIVELY, DO NOT OWN MORE
THAN AN AGGREGATE OF TWO PERCENT OF THE STOCK OF SUCH CORPORATION.
WITH RESPECT
TO THE TERRITORY, EXECUTIVE SPECIFICALLY ACKNOWLEDGES THAT THE COMPANY HAS
CONDUCTED THE BUSINESS THROUGHOUT THOSE AREAS COMPRISING THE TERRITORY AND THE
COMPANY INTENDS TO CONTINUE TO EXPAND THE BUSINESS THROUGHOUT THE TERRITORY.
(C)
BLUE PENCIL.
IF AN ARBITRATOR SHALL AT ANY
TIME DEEM THE TERMS OF THIS AGREEMENT OR ANY RESTRICTIVE COVENANT TOO LENGTHY OR
THE TERRITORY TOO EXTENSIVE, THE OTHER PROVISIONS OF THIS SECTION 8 SHALL
NEVERTHELESS STAND, THE RESTRICTIVE PERIOD SHALL BE DEEMED TO BE THE LONGEST
PERIOD PERMISSIBLE BY LAW UNDER THE CIRCUMSTANCES AND THE TERRITORY SHALL BE
DEEMED TO COMPRISE THE LARGEST TERRITORY PERMISSIBLE BY LAW UNDER THE
CIRCUMSTANCES.
THE ARBITRATOR IN EACH CASE SHALL REDUCE THE RESTRICTED PERIOD
AND/OR THE TERRITORY TO PERMISSIBLE DURATION OR SIZE.
9.
OPPORTUNITIES.
DURING HIS EMPLOYMENT WITH THE COMPANY, AND FOR
ONE YEAR THEREAFTER, EXECUTIVE SHALL NOT TAKE ANY ACTION WHICH MIGHT DIVERT FROM
THE COMPANY ANY OPPORTUNITY LEARNED ABOUT BY HIM DURING HIS EMPLOYMENT WITH THE
COMPANY (INCLUDING WITHOUT LIMITATION DURING THE EMPLOYMENT TERM) WHICH WOULD BE
WITHIN THE SCOPE OF ANY OF THE BUSINESSES THEN ENGAGED IN OR PLANNED TO BE
ENGAGED IN BY THE COMPANY.
10.
SURVIVAL.
IN THE EVEN THAT THIS AGREEMENT SHALL BE TERMINATED,
THEN NOTWITHSTANDING SUCH TERMINATION, THE OBLIGATIONS OF EXECUTIVE PURSUANT TO
SECTIONS 6,7,8 AND 9 OF THIS AGREEMENT SHALL SURVIVE SUCH TERMINATION.
11.
CONTENTS OF AGREEMENT, PARTIES IN INTEREST, ASSIGNMENT, ETC.
THIS
AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF THE PARTIES HERETO WITH RESPECT
TO THE SUBJECT MATTER HEREOF:
ALL OF THE TERMS AND PROVISIONS OF THIS AGREEMENT
SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF AND BE ENFORCEABLE BY THE
RESPECTIVE HEIRS, REPRESENTATIVES, SUCCESSORS AND ASSIGNS OF THE PARTIES HERETO,
EXCEPT THAT THE DUTIES AND RESPONSIBILITIES OF EXECUTIVE HEREUNDER WHICH ARE OF
A PERSONAL NATURE SHALL NEITHER BE ASSIGNED NOR TRANSFERRED IN WHOLE OR IN PART
BY EXECUTIVE.
THIS AGREEMENT SHALL NOT BE AMENDED EXCEPT BY A WRITTEN
INSTRUMENT DULY EXECUTED BY THE PARTIES.
5
12.
SEVERABILITY.
IF ANY TERM OR PROVISION OF THIS AGREEMENT SHALL BE
HELD TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, SUCH TERM OR PROVISION SHALL
BE INEFFECTIVE TO THE EXTENT OF SUCH INVALIDITY OR UNENFORCEABILITY WITHOUT
INVALIDATING THE