AFFILIATES OR IN ANY WAY INJURING THE INTERESTS OF THE COMPANY OR ANY OF ITS
AFFILIATES AND THE COMPANY AND ITS AFFILIATES SHALL NOT MAKE OR AUTHORIZE ANY
PERSON TO MAKE ANY STATEMENT THAT WOULD IN ANY WAY INJURE THE PERSONAL OR
BUSINESS REPUTATION OR INTERESTS OF EXECUTIVE; PROVIDED HOWEVER, THAT, SUBJECT
TO SECTION 5.2, NOTHING HEREIN SHALL PRECLUDE THE COMPANY AND ITS AFFILIATES OR
EXECUTIVE FROM GIVING TRUTHFUL TESTIMONY UNDER OATH IN RESPONSE TO A SUBPOENA OR
OTHER LAWFUL PROCESS OR TRUTHFUL ANSWERS IN RESPONSE TO QUESTIONS FROM A
GOVERNMENT INVESTIGATION; PROVIDED, FURTHER, HOWEVER, THAT NOTHING HEREIN SHALL
PROHIBIT THE COMPANY AND ITS AFFILIATES FROM DISCLOSING THE FACT OF ANY
TERMINATION OF
7
EXECUTIVE'S EMPLOYMENT OR THE CIRCUMSTANCES FOR SUCH A TERMINATION.
FOR
PURPOSES OF THIS SECTION 5.1(B), THE TERM "COMPETITOR" MEANS ANY ENTERPRISE OR
BUSINESS THAT IS ENGAGED IN, OR HAS PLANS TO ENGAGE IN, AT ANY TIME DURING THE
RESTRICTED PERIOD, ANY ACTIVITY THAT COMPETES WITH THE BUSINESSES CONDUCTED
DURING OR AT THE TERMINATION OF EXECUTIVE'S EMPLOYMENT, OR THEN PROPOSED TO BE
CONDUCTED, BY THE COMPANY AND ITS AFFILIATES IN A MANNER THAT IS OR WOULD BE
MATERIAL IN RELATION TO THE BUSINESSES OF THE COMPANY OR THE PROSPECTS FOR THE
BUSINESSES OF THE COMPANY (IN EACH CASE, WITHIN 100 MILES OF ANY GEOGRAPHICAL
AREA WHERE THE COMPANY OR ITS AFFILIATES MANUFACTURES, PRODUCES, SELLS, LEASES,
RENTS, LICENSES OR OTHERWISE PROVIDES ITS PRODUCTS OR SERVICES).
DURING THE
RESTRICTED PERIOD, EXECUTIVE, WITHOUT PRIOR EXPRESS WRITTEN APPROVAL BY THE
BOARD, SHALL NOT (A) ENGAGE IN, OR DIRECTLY OR INDIRECTLY (WHETHER FOR
COMPENSATION OR OTHERWISE) MANAGE, OPERATE, OR CONTROL, OR JOIN OR PARTICIPATE
IN THE MANAGEMENT, OPERATION OR CONTROL OF A COMPETITOR, IN ANY CAPACITY
(WHETHER AS AN EMPLOYEE, OFFICER, DIRECTOR, PARTNER, CONSULTANT, AGENT, ADVISOR,
OR OTHERWISE) OR (B) DEVELOP, EXPAND OR PROMOTE, OR ASSIST IN THE DEVELOPMENT,
EXPANSION OR PROMOTION OF, ANY DIVISION OF AN ENTERPRISE OR THE BUSINESS
INTENDED TO BECOME A COMPETITOR AT ANY TIME AFTER THE END OF THE RESTRICTED
PERIOD OR (C) OWN OR HOLD A PROPRIETARY INTEREST IN, OR DIRECTLY FURNISH ANY
CAPITAL TO, ANY COMPETITOR OF THE COMPANY.
EXECUTIVE ACKNOWLEDGES THAT THE
COMPANY'S AND ITS AFFILIATES BUSINESSES ARE CONDUCTED NATIONALLY AND
INTERNATIONALLY AND AGREES THAT THE PROVISIONS IN THE FOREGOING SENTENCE SHALL
OPERATE THROUGHOUT THE UNITED STATES AND THE WORLD (SUBJECT TO THE DEFINITION OF
"COMPETITOR").
(C)
DURING THE RESTRICTED PERIOD, EXECUTIVE, WITHOUT EXPRESS PRIOR
WRITTEN APPROVAL FROM THE BOARD, SHALL NOT SOLICIT ANY MEMBERS OR THE THEN
CURRENT CLIENTS OF THE COMPANY OR ANY OF ITS AFFILIATES FOR ANY EXISTING
BUSINESS OF THE COMPANY OR ANY OF ITS AFFILIATES OR DISCUSS WITH ANY EMPLOYEE OF
THE COMPANY OR ANY OF ITS AFFILIATES INFORMATION OR OPERATIONS OF ANY BUSINESS
INTENDED TO COMPETE WITH THE COMPANY OR ANY OF ITS AFFILIATES.
(D)
DURING THE RESTRICTED PERIOD, EXECUTIVE SHALL NOT INTERFERE WITH
THE EMPLOYEES OR AFFAIRS OF THE COMPANY OR ANY OF ITS AFFILIATES OR SOLICIT OR
INDUCE ANY PERSON WHO IS AN EMPLOYEE OF