TO THE COMPANY A GENERAL RELEASE OF ALL CLAIMS AGAINST THE COMPANY
IN THE FORM ATTACHED TO THE AGREEMENT AS APPENDIX A (THE "RELEASE") (WITH SUCH
CHANGES AS THE COMPANY MAY REQUEST TO SUPPORT THE LEGALITY AND EFFECTIVENESS OF
THE RELEASE).
THE COMPANY SHALL PROVIDE THE EXECUTIVE WITH A COPY OF THE
RELEASE WITHIN SEVEN (7) DAYS FOLLOWING THE EXECUTIVE'S DATE OF TERMINATION AND
THE EXECUTIVE WILL BE REQUIRED TO PROVIDE THE COMPANY WITH AN EXECUTED COPY OF
THE RELEASE THAT HAS BECOME EFFECTIVE WITHIN SIXTY (60) DAYS FOLLOWING THE
EXECUTIVE'S DATE OF TERMINATION.
10.
RESTRICTIVE COVENANTS.
(A)
CONFIDENTIALITY.
THE EXECUTIVE AGREES THAT
HE SHALL NOT, DIRECTLY OR INDIRECTLY, USE, MAKE AVAILABLE, SELL, DISCLOSE OR
OTHERWISE COMMUNICATE TO ANY PERSON, OTHER THAN IN THE REASONABLE GOOD FAITH
PERFORMANCE OF HIS DUTIES AND FOR THE BENEFIT OF THE COMPANY, EITHER DURING THE
PERIOD OF THE EXECUTIVE'S EMPLOYMENT OR AT ANY TIME THEREAFTER, ANY NONPUBLIC,
PROPRIETARY OR CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA RELATING TO THE
COMPANY, ANY OF ITS SUBSIDIARIES, AFFILIATED COMPANIES OR BUSINESSES, WHICH
SHALL HAVE BEEN OBTAINED BY THE EXECUTIVE DURING THE EXECUTIVE'S EMPLOYMENT BY
THE COMPANY.
THE FOREGOING SHALL NOT APPLY TO INFORMATION THAT (I) WAS KNOWN TO
THE PUBLIC PRIOR TO ITS DISCLOSURE TO THE EXECUTIVE; (II) BECOMES GENERALLY
KNOWN TO THE PUBLIC SUBSEQUENT TO DISCLOSURE TO THE EXECUTIVE THROUGH NO
WRONGFUL ACT OF THE EXECUTIVE OR ANY REPRESENTATIVE OF THE EXECUTIVE; OR
(III) THE EXECUTIVE IS REQUIRED TO DISCLOSE BY APPLICABLE LAW, REGULATION OR
LEGAL PROCESS (PROVIDED THAT THE EXECUTIVE PROVIDES THE COMPANY WITH PRIOR
NOTICE OF THE CONTEMPLATED DISCLOSURE AND REASONABLY COOPERATES WITH THE COMPANY
AT ITS EXPENSE IN SEEKING A PROTECTIVE ORDER OR OTHER APPROPRIATE PROTECTION OF
SUCH INFORMATION).
(B)
NONSOLICITATION.
DURING THE EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY AND FOR THE 18 MONTH PERIOD THEREAFTER, THE
EXECUTIVE AGREES THAT HE WILL NOT, EXCEPT IN THE FURTHERANCE OF HIS DUTIES
HEREUNDER, DIRECTLY OR INDIRECTLY, INDIVIDUALLY OR ON BEHALF OF ANY OTHER
PERSON, FIRM, CORPORATION OR OTHER ENTITY, (I) SOLICIT OR HIRE ANY EMPLOYEES,
REPRESENTATIVES OR AGENTS OF THE COMPANY (OR ANY OF ITS AFFILIATES) OR
(II) SOLICIT ANY OF THE COMPANY'S CUSTOMERS.
(C)
NONCOMPETITION.
THE EXECUTIVE ACKNOWLEDGES
THAT HE PERFORMS SERVICES OF A UNIQUE NATURE FOR THE COMPANY THAT ARE
IRREPLACEABLE, AND THAT HIS PERFORMANCE OF SUCH SERVICES TO A COMPETING BUSINESS
WILL RESULT IN IRREPARABLE HARM TO THE COMPANY.
ACCORDINGLY, DURING THE
EXECUTIVE'S EMPLOYMENT HEREUNDER AND FOR THE 18 MONTH PERIOD THEREAFTER, THE
EXECUTIVE AGREES THAT THE EXECUTIVE WILL NOT, (I) ENTER THE EMPLOY OF (WHETHER
AS AN EMPLOYEE, CONSULTANT, INDEPENDENT CONTRACTOR OR OTHERWISE, AND WHETHER OR
NOT FOR COMPENSATION), OR RENDER ANY SERVICES TO, ANY PERSON, FIRM, CORPORATION
OR OTHER ENTITY, IN WHATEVER FORM, ENGAGED OR ACTIVELY PLANNING TO BE ENGAGED IN
ANY COMPETITIVE BUSINESS, (II) DIRECTLY OR INDIRECTLY, OWN, MANAGE, OPERATE,
CONTROL OR OTHERWISE ENGAGE IN SUCH A COMPETITIVE BUSINESS FOR HIS OWN ACCOUNT,
OR (III) DIRECTLY OR INDIRECTLY, BECOME INTERESTED IN A COMPETITIVE BUSINESS AS
AN INDIVIDUAL, PARTNER, SHAREHOLDER, DIRECTOR, OFFICER, PRINCIPAL,