THE EXTENT THAT ANY SUCH INFORMATION IS IN OR BECOMES
IN THE PUBLIC DOMAIN OR THE RELEVANT TRADE OR INDUSTRY OTHER THAN AS A RESULT OF
EXECUTIVE'S BREACH OF ANY OF OBLIGATIONS HEREUNDER, OR (IV) WHERE REQUIRED TO BE
DISCLOSED BY COURT ORDER, SUBPOENA OR OTHER GOVERNMENT PROCESS AND IN SUCH
EVENT, EXECUTIVE SHALL COOPERATE WITH THE COMPANY IN ATTEMPTING TO KEEP SUCH
INFORMATION CONFIDENTIAL.
UPON THE REQUEST OF THE COMPANY, EXECUTIVE AGREES TO
PROMPTLY DELIVER TO THE COMPANY THE ORIGINALS AND ALL COPIES, IN WHATEVER
MEDIUM, OF ALL SUCH CONFIDENTIAL INFORMATION.
(C)
NON-COMPETE.
IN CONSIDERATION OF THE BENEFITS PROVIDED FOR IN
THIS AGREEMENT, EXECUTIVE COVENANTS AND AGREES THAT DURING EXECUTIVE'S
EMPLOYMENT AND FOR A PERIOD OF TWELVE (12) MONTHS THEREAFTER, EXECUTIVE SHALL
NOT, DIRECTLY OR INDIRECTLY FOR OR ON BEHALF OF HIMSELF OR ANY OTHER PERSON OR
ENTITY (I) ENGAGE IN ANY COMPETITIVE BUSINESS OR (II) PARTICIPATE OR INVEST IN,
PROVIDE TO, OR ASSIST (WHETHER AS OWNER, PART-OWNER, SHAREHOLDER, MEMBER,
PARTNER, DIRECTOR,
11
OFFICER, TRUSTEE, EMPLOYEE, AGENT OR CONSULTANT, OR IN ANY OTHER CAPACITY) ANY
COMPETITIVE BUSINESS; PROVIDED THAT NEITHER (I) NOR (II) SHALL BE VIOLATED IF
EXECUTIVE IS EMPLOYED BY AN ENTITY IN A SENIOR EXECUTIVE POSITION AND A
SUBSIDIARY OR DIVISION OF SUCH ENTITY IS ENGAGED IN A COMPETITIVE BUSINESS THAT
IS NOT IN MATERIAL COMPETITION WITH THE COMPANY AND EXECUTIVE IS NOT DIRECTLY
INVOLVED IN THE DAILY OPERATIONS OF SUCH SUBSIDIARY OR DIVISION.
FOR THE
AVOIDANCE OF DOUBT, NOTHING IN THIS SECTION 10 SHALL NOT PRECLUDE EXECUTIVE FROM
TRADING ETHANOL-RELATED COMMODITIES; PROVIDED; THAT SUCH ACTIVITY DOES NOT HAVE
A MATERIAL ADVERSE EFFECT ON THE COMPANY.
THE RESTRICTIONS SET FORTH IN THIS
SECTION 10(C) SHALL NOT APPLY IN THE EVENT OF A TERMINATION OF EXECUTIVE'S
EMPLOYMENT BY THE COMPANY WITHOUT CAUSE OR BY EXECUTIVE FOR GOOD REASON, IN EACH
CASE, IF EXECUTIVE PROVIDES A WRITTEN WAIVER TO THE COMPANY OF HIS RIGHT TO ALL
SEVERANCE BENEFITS, INCLUDING EQUITY ACCELERATION (BUT OTHER THAN THE ACCRUED
OBLIGATIONS) WITHIN SIXTY (60) BUSINESS DAYS FOLLOWING SUCH TERMINATION.
THE
RESTRICTIONS SET FORTH IN THIS SECTION 10(C) SHALL NOT LIMIT EXECUTIVE'S RIGHT
TO OWN NOT MORE THAN 5% OF ANY OF THE DEBT OR EQUITY SECURITIES OF ANY BUSINESS
ORGANIZATION THAT IS THEN FILING REPORTS WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934, AS AMENDED, OR ANY COMPENSATORY EQUITY SECURITIES THAT EXECUTIVE RECEIVES
IN CONNECTION WITH SERVICES PROVIDED OR TO BE PROVIDED.
(D)
NON-SOLICITATION OF EMPLOYEES.
DURING EXECUTIVE'S EMPLOYMENT AND
FOR A PERIOD OF TWELVE (12) MONTHS THEREAFTER, EXECUTIVE WILL NOT DIRECTLY OR
INDIRECTLY FOR OR ON BEHALF OF HIMSELF OR ANY OTHER PERSON OR ENTITY
(I) SOLICIT, RECRUIT, HIRE, ENDEAVOR TO ENTICE AWAY FROM THE COMPANY, OR
OTHERWISE INTERFERE WITH THE COMPANY'S RELATIONSHIP WITH, ANY OF ITS CURRENT
EMPLOYEES, OR ANYONE WHO WAS EMPLOYED BY OR ENGAGED TO PROVIDE EXCLUSIVE
SERVICES TO THE COMPANY AT ANY TIME DURING THE SIX (6) MONTHS PRIOR TO
EXECUTIVE'S DATE OF TERMINATION, AND (II)