OR OTHERWISE) AND VENUE MANAGEMENT SERVICES FOR RACETRACKS
AND OFF-TRACK BETTING FACILITIES; PRODUCTION OF PREPAID CELLULAR PHONE CARDS, OR
ANY OTHER BUSINESS IN WHICH THE COMPANY OR ITS AFFILIATES IS THEN OR WAS WITHIN
THE PREVIOUS TWENTY-FOUR MONTHS ENGAGED OR IN WHICH THE COMPANY, TO EXECUTIVE'S
KNOWLEDGE, INTENDS TO ENGAGE DURING THE TERM OR THE COVERED TIME (AS DEFINED
BELOW); (B) IN WHICH THE EXECUTIVE WAS ENGAGED OR INVOLVED (WHETHER IN AN
EXECUTIVE OR SUPERVISORY CAPACITY OR OTHERWISE) ON BEHALF OF THE COMPANY OR WITH
RESPECT TO WHICH THE EXECUTIVE HAS OBTAINED PROPRIETARY OR CONFIDENTIAL
INFORMATION; (C) ANYWHERE IN THE UNITED STATES OR IN ANY OTHER GEOGRAPHIC AREA
IN WHICH SUCH BUSINESS WAS CONDUCTED OR PLANNED TO BE CONDUCTED BY THE COMPANY.
(B)
IN FURTHER CONSIDERATION OF THE AMOUNTS THAT MAY HEREAFTER BE PAID
TO EXECUTIVE PURSUANT TO THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTIONS
3, 4 AND 6), EXECUTIVE AGREES THAT DURING THE TERM (INCLUDING ANY EXTENSIONS
THEREOF) AND DURING THE COVERED TIME EXECUTIVE SHALL NOT, DIRECTLY OR
INDIRECTLY, WITHOUT THE COMPANY'S APPROVAL, (I) SOLICIT OR ATTEMPT TO INDUCE ANY
OF THE EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES OF THE COMPANY TO
TERMINATE HIS, HER, OR ITS RELATIONSHIP WITH THE COMPANY; (II) SOLICIT OR
ATTEMPT TO INDUCE ANY OF THE EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES
OF THE COMPANY TO BECOME EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES OF
ANY OTHER PERSON OR ENTITY; (III) SOLICIT OR ATTEMPT TO INDUCE ANY CUSTOMER,
VENDOR OR DISTRIBUTOR OF THE COMPANY TO CURTAIL OR CANCEL ANY BUSINESS WITH THE
COMPANY; OR (IV) HIRE ANY PERSON WHO, TO EXECUTIVE'S ACTUAL KNOWLEDGE, IS, OR
WAS WITHIN 180 DAYS PRIOR TO SUCH HIRING, AN EMPLOYEE OF THE COMPANY.
(C)
EXECUTIVE AGREES THAT UPON THE EARLIER OF EXECUTIVE'S
(I) NEGOTIATING DURING THE TERM (INCLUDING ANY EXTENSIONS THEREOF) WITH ANY
COMPETITOR (AS DEFINED BELOW) CONCERNING THE POSSIBLE EMPLOYMENT OF EXECUTIVE BY
THE COMPETITOR, (II) RESPONDING (OTHER THAN FOR THE PURPOSE OF DECLINING) DURING
THE TERM (INCLUDING ANY EXTENSIONS THEREOF) TO AN OFFER OF EMPLOYMENT FROM A
COMPETITOR, OR (III) BECOMING EMPLOYED BY A COMPETITOR DURING THE TERM OR THE
COVERED TIME, EXECUTIVE WILL PROVIDE COPIES OF SECTION 7 OF THIS AGREEMENT TO
THE COMPETITOR AND PROMPTLY PROVIDE REASONABLE NOTICE TO THE COMPANY OF SUCH
CIRCUMSTANCES.
EXECUTIVE FURTHER AGREES THAT THE COMPANY MAY PROVIDE NOTICE TO
A COMPETITOR OF EXECUTIVE'S OBLIGATIONS UNDER THIS AGREEMENT. FOR PURPOSES OF
THIS AGREEMENT, "COMPETITOR" SHALL MEAN ANY ENTITY (OTHER THAN THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES) THAT ENGAGES, DIRECTLY OR INDIRECTLY, IN THE UNITED
STATES IN ANY COMPETING BUSINESS.
(D)
EXECUTIVE UNDERSTANDS THAT THE RESTRICTIONS IN THIS SECTION 7.1
MAY LIMIT EXECUTIVE'S ABILITY TO EARN A LIVELIHOOD IN A BUSINESS SIMILAR TO THE
BUSINESS OF THE
12
COMPANY BUT NEVERTHELESS AGREES AND ACKNOWLEDGES THAT THE CONSIDERATION PROVIDED
UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, SECTIONS 3, 4 AND 6) IS
SUFFICIENT TO JUSTIFY SUCH RESTRICTIONS. IN CONSIDERATION THEREOF AND IN LIGHT
OF EXECUTIVE'S EDUCATION, SKILLS AND ABILITIES, EXECUTIVE AGREES THAT EXECUTIVE
WILL NOT ASSERT IN ANY FORUM