TO ADVERSELY AFFECT IN ANY MANNER:
(I) THE CONDUCT OF ANY BUSINESS, SERVICES OR PRODUCTS OF THE OTHER PARTY
(INCLUDING, WITHOUT LIMITATION, ANY BUSINESS PLANS OR PROSPECTS), OR (II) THE
BUSINESS REPUTATION OF THE OTHER PARTY.
NOTHING IN THIS SECTION 5(B) IS
INTENDED TO OR SHALL PREVENT EITHER PARTY FROM PROVIDING, OR LIMITING TESTIMONY
IN RESPONSE TO A VALID SUBPOENA, COURT ORDER, REGULATORY REQUEST OR OTHER
JUDICIAL, ADMINISTRATIVE OR LEGAL PROCESS OR OTHERWISE AS REQUIRED BY LAW, OR TO
DEFEND THAT PARTY FROM A BREACH BY THE OTHER PARTY OR ITS AGENTS, EMPLOYEES,
DIRECTORS OR OTHER PERSONS AUTHORIZED TO SPEAK FOR THE BREACHING PARTY.
(C)
NONCOMPETITION AND NONSOLICITATION.
(I)
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND FOR A
PERIOD OF SIX (6) MONTHS FOLLOWING TERMINATION OF EMPLOYMENT FOR ANY REASON,
WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, THE EXECUTIVE SHALL NOT WITHIN
THE CONTINENTAL UNITED STATES, DIRECTLY OR INDIRECTLY, EITHER FOR THE EXECUTIVE
OR ANY OTHER PERSON,
MANAGE, CONTROL, MATERIALLY PARTICIPATE IN, PERMIT THE
EXECUTIVE'S NAME TO BE USED BY, ACT AS CONSULTANT OR ADVISOR TO, RENDER MATERIAL
SERVICES FOR (ALONE OR IN ASSOCIATION WITH ANY PERSON, FIRM, CORPORATION OR
OTHER BUSINESS ORGANIZATION) OR OTHERWISE ASSIST IN ANY MANNER, ANY ENTITY THAT
ENGAGES IN OR OWNS, INVESTS IN, MANAGES, CONDUCTS OR CONTROLS ANY VENTURE OR
ENTERPRISE ENGAGED IN ANY COMPETITIVE BUSINESS.
NOTHING HEREIN SHALL PROHIBIT
THE EXECUTIVE FROM BEING A PASSIVE OWNER OF THE EQUITY SECURITIES OF A
CORPORATION ENGAGED IN ANY COMPETITIVE BUSINESS, SO LONG AS THE EXECUTIVE HAS NO
ACTIVE PARTICIPATION IN THE BUSINESS OF SUCH CORPORATION.
AS USED HEREIN, THE
TERM "COMPETITIVE BUSINESS" SHALL MEAN ANY BUSINESS WHICH PROVIDES AS ITS
PRINCIPAL BUSINESS INVESTMENT ADVISORY OR INVESTMENT MANAGEMENT SERVICES.
(II)
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND FOR A
PERIOD OF TWELVE (12) MONTHS FOLLOWING TERMINATION OF EMPLOYMENT FOR ANY REASON,
THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, (A) SOLICIT, INDUCE OR ATTEMPT
TO INDUCE OR AID OTHERS IN INDUCING AN EMPLOYEE OF THE COMPANY OR ANY OF THE
COMPANY'S AFFILIATES TO LEAVE THE EMPLOY OF THE COMPANY OR ANY OF THE COMPANY'S
AFFILIATES, OR IN ANY WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY
AND AN EMPLOYEE OF THE COMPANY OR ANY OF THE COMPANY'S AFFILIATES,
8
EXCEPT IN THE PROPER EXERCISE OF THE EXECUTIVE'S AUTHORITY, OR (B) HIRE OR
ATTEMPT TO HIRE ANY EMPLOYEE OF THE COMPANY OR ANY OF THE COMPANY'S AFFILIATES.
(III)
IF, AT THE TIME OF ENFORCEMENT OF THIS SECTION 5(C), A COURT
SHALL HOLD THAT THE DURATION, SCOPE, AREA OR OTHER RESTRICTIONS STATED HEREIN
ARE UNREASONABLE UNDER CIRCUMSTANCES THEN EXISTING, THE EXECUTIVE AND THE
COMPANY AGREE THAT IT IS THE INTENTION OF THE PARTIES THAT SUCH PROVISION SHOULD
BE ENFORCEABLE TO THE MAXIMUM EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
(D)
ENFORCEMENT; FORFEITURE.
IN THE EVENT OF A BREACH OR THREATENED
BREACH OF ANY OF THE PROVISIONS CONTAINED IN THIS SECTION 5, THE EXECUTIVE
AGREES THAT THE COMPANY SHALL BE ENTITLED TO INJUNCTIVE OR OTHER EQUITABLE
RELIEF IN A