WITH AN ATTORNEY
BEFORE SIGNING THIS AGREEMENT AND THAT HE HAS 21 DAYS IN WHICH TO CONSIDER AND
ACCEPT THIS AGREEMENT BY SIGNING AND RETURNING THIS AGREEMENT TO THE COMPANY. IN
ADDITION, EXECUTIVE HAS A PERIOD OF SEVEN DAYS FOLLOWING HIS EXECUTION OF THIS
AGREEMENT IN WHICH HE MAY REVOKE THIS AGREEMENT. IF EXECUTIVE DOES NOT ADVISE
THE COMPANY BY A WRITING RECEIVED BY THE
4
COMPANY WITHIN SUCH SEVEN DAY PERIOD OF HIS INTENT TO REVOKE THE AGREEMENT, THE
AGREEMENT WILL BECOME EFFECTIVE AND ENFORCEABLE.
6.
CONFIDENTIAL INFORMATION. EXECUTIVE
SHALL HOLD ALL CONFIDENTIAL INFORMATION RELATING TO THE COMPANY IN STRICT
CONFIDENCE AND SHALL NOT USE, DISCLOSE OR OTHERWISE COMMUNICATE THE CONFIDENTIAL
INFORMATION TO ANYONE OTHER THAN THE COMPANY WITHOUT THE PRIOR WRITTEN CONSENT
OF THE COMPANY. "CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT LIMITATION,
FINANCIAL INFORMATION, TRADE SECRETS, BUSINESS PLANS, BUSINESS METHODS OR
PRACTICES, MARKET STUDIES, CUSTOMER LISTS, REFERRAL LISTS AND OTHER PROPRIETARY
BUSINESS INFORMATION OF THE COMPANY. "CONFIDENTIAL INFORMATION" SHALL NOT
INCLUDE INFORMATION WHICH IS OR BECOMES IN THE PUBLIC DOMAIN THROUGH NO ACTION
BY EXECUTIVE OR INFORMATION WHICH IS GENERALLY DISCLOSED BY THE COMPANY TO THIRD
PARTIES WITHOUT RESTRICTIONS ON SUCH THIRD PARTIES. EXECUTIVE SHALL RETURN ALL
CONFIDENTIAL INFORMATION TO THE COMPANY UPON THE EMPLOYMENT RESIGNATION DATE.
7.
SOLICITATION OF CUSTOMERS AND
EMPLOYEES. FOR A PERIOD AFTER THE EMPLOYMENT RESIGNATION DATE EQUAL TO ONE
(1) YEAR, EXECUTIVE SHALL NOT INFLUENCE OR ATTEMPT TO INFLUENCE, DIRECTLY OR
INDIRECTLY, ANY CUSTOMER OF THE COMPANY TO DIVERT ITS BUSINESS AWAY FROM THE
COMPANY. IN CONNECTION WITH THE FOREGOING, THE PARTIES ACKNOWLEDGE THAT THE
CUSTOMER LISTS OF THE COMPANY AND INFORMATION RETAINED BY THE COMPANY REGARDING
SUCH CUSTOMERS CONSTITUTE CONFIDENTIAL INFORMATION AND TRADE SECRETS OF THE
COMPANY THAT PROVIDE THE COMPANY WITH INDEPENDENT ECONOMIC VALUE. IN ADDITION,
FOR A PERIOD AFTER THE EMPLOYMENT RESIGNATION DATE EQUAL TO ONE (1) YEAR,
EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, SOLICIT OR ENCOURAGE FOR HIRE ANY
EMPLOYEE OF THE COMPANY; PROVIDED, THAT THIS RESTRICTION SHALL NOT APPLY TO
(I) GENERAL ADVERTISEMENTS OR OTHER GENERAL SOLICITATIONS NOT SPECIFICALLY
DIRECTED TO EMPLOYEES OF THE COMPANY, (II) EMPLOYMENT RESULTING FROM UNSOLICITED
CONTACTS FROM EMPLOYEES OF THE COMPANY, OR (III) EMPLOYEES WHO HAVE BEEN
TERMINATED BY THE COMPANY.
8.
NON-COMPETITION. FOR ANY PERIOD OF TIME
BEYOND THE EMPLOYMENT RESIGNATION DATE THAT EXECUTIVE CONTINUES TO RECEIVE ANY
PAYMENTS OR BENEFITS UNDER THIS AGREEMENT, EXECUTIVE SHALL NOT, DIRECTLY OR
INDIRECTLY, IN ANY CAPACITY:
(A)
ENGAGE, OWN OR HAVE ANY INTEREST IN;
(B)
MANAGE, OPERATE, JOIN, PARTICIPATE IN,
ACCEPT EMPLOYMENT WITH, RENDER ADVICE TO, OR BECOME INTERESTED IN OR BE
CONNECTED WITH;
(C)
FURNISH CONSULTATION OR ADVICE TO; OR
(D)
PERMIT HIS NAME TO BE USED IN CONNECTION
WITH;
any person or entity that competes with the business of the Company.
Notwithstanding the foregoing, holding five percent (5%) or less of an interest
in the equity, stock options or debt of any publicly traded company shall not be
considered a violation of this Section 8.
9.
MISCELLANEOUS PROVISIONS.
(A)
NOTICES. ANY NOTICE GIVEN HEREUNDER