THE WORLD; (III) EXECUTIVE IS ONE OF
A LIMITED NUMBER OF PERSONS WHO WILL BE DEVELOPING THE BUSINESS; (IV) EXECUTIVE
WILL OCCUPY A POSITION OF TRUST AND CONFIDENCE WITH THE COMPANY AFTER THE DATE
OF THIS EMPLOYMENT AGREEMENT AND DURING THE EMPLOYMENT PERIOD EXECUTIVE WILL
CONTINUE TO BECOME FAMILIAR WITH PARENT'S AND THE COMPANY'S AND EACH OF THEIR
SUBSIDIARIES' AND PORTFOLIO COMPANIES' (COLLECTIVELY, THE "GROUP") TRADE SECRETS
AND WITH OTHER PROPRIETARY AND CONFIDENTIAL INFORMATION CONCERNING THE GROUP AND
ITS BUSINESS (AND THE OTHER BUSINESSES OF THE GROUP); (V) THE AGREEMENTS AND
COVENANTS CONTAINED IN THIS SECTION 9 ARE ESSENTIAL TO PROTECT THE GROUP AND THE
GOODWILL OF ITS BUSINESS AND ARE A CONDITION PRECEDENT TO THE COMPANY ENTERING
INTO THIS EMPLOYMENT AGREEMENT; (VI) EXECUTIVE'S EMPLOYMENT WITH THE COMPANY HAS
SPECIAL, UNIQUE AND EXTRAORDINARY VALUE TO THE COMPANY AND THE COMPANY WOULD BE
IRREPARABLY DAMAGED IF EXECUTIVE WERE TO PROVIDE SERVICES TO ANY PERSON OR
ENTITY IN VIOLATION OF THE PROVISIONS OF THIS EMPLOYMENT AGREEMENT; AND
(VII) EXECUTIVE HAS MEANS TO SUPPORT
5
EXECUTIVE AND EXECUTIVE'S DEPENDENTS OTHER THAN BY ENGAGING IN THE RESTRICTED
BUSINESS (AS HEREINAFTER DEFINED), AND THE PROVISIONS OF THIS SECTION 9 WILL NOT
IMPAIR SUCH ABILITY.
(B)
RESTRICTIONS.
EXECUTIVE WILL NOT, DURING THE RESTRICTED PERIOD
(AS DEFINED BELOW), ANYWHERE IN THE UNITED STATES, CANADA, AND/OR ANY OTHER
GEOGRAPHIC AREAS IN WHICH THE COMPANY AND/OR ANY OTHER MEMBER OF THE GROUP
CONDUCTS BUSINESS AT ANY TIME DURING THE EMPLOYMENT PERIOD (THE "RESTRICTED
TERRITORY"), PARTICIPATE IN THE RESTRICTED BUSINESS.
FOR PURPOSES OF THIS
AGREEMENT, (I) THE TERM "PARTICIPATE" MEANS TO HAVE ANY DIRECT OR INDIRECT
INTEREST, WHETHER AS AN OFFICER, DIRECTOR, EMPLOYEE, PARTNER, MEMBER, MANAGER,
SOLE PROPRIETOR, AGENT, REPRESENTATIVE, INDEPENDENT CONTRACTOR, CONSULTANT,
FRANCHISOR, FRANCHISEE, CREDITOR, OWNER OR OTHERWISE; PROVIDED, HOWEVER, THAT
THE TERM "PARTICIPATE" SHALL NOT INCLUDE OWNERSHIP OF LESS THAN ONE PERCENT OF A
CLASS OF STOCK OF A PUBLICLY-HELD CORPORATION WHICH IS TRADED ON A NATIONAL
SECURITIES EXCHANGE OR IN THE OVER-THE-COUNTER MARKET, SO LONG AS THE EXECUTIVE
DOES NOT HAVE ANY ACTIVE PARTICIPATION IN THE BUSINESS OR MANAGEMENT OF SUCH
ENTITY; AND (II) THE TERM "RESTRICTED BUSINESS" MEANS ANY ENTERPRISE, BUSINESS
OR VENTURE ANYWHERE WITHIN THE RESTRICTED TERRITORY, WHICH IS ENGAGED IN OR
WHICH PROPOSES TO ENGAGE IN THE PROVIDING OF FAMILY DINING RESTAURANTS, OR
RETAIL OR RESTAURANT BAKERY OPERATIONS, INCLUDING BUT NOT LIMITED TO ANY ENTITY
OR ENTITIES DIRECTLY OR INDIRECTLY RELATED TO THE FOLLOWING ENTITIES: BOB
EVANS'; IHOP; DENNY'S; PERKIN'S; MARIE CALENDAR; MIMI'S; AND CRACKER BARREL.
The term "Restricted Period" means the period of time from the date of this
Employment Agreement until one (1) year after the termination for any reason of
Executive's employment relationship with the Group or any successor thereto
(whether pursuant to a written agreement or otherwise, including any Renewal
Employment Period under this Employment Agreement).
The Restricted Period shall
be extended for a period equal to any time period that Executive is in violation
of Section 9.
(C)
SCOPE/SEVERABILITY.
THE PARTIES ACKNOWLEDGE THAT THE BUSINESS OF
PARENT AND