SECTION 3.
THE NOTICE OF TERMINATION SHALL
(I) INDICATE THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON,
(II) BRIEFLY SUMMARIZE THE FACTS AND CIRCUMSTANCES DEEMED TO PROVIDE A BASIS FOR
A TERMINATION OF EMPLOYMENT AND THE APPLICABLE PROVISION HEREOF, AND
(III) SPECIFY THE TERMINATION DATE IN ACCORDANCE WITH THE REQUIREMENTS OF THIS
AGREEMENT.
4.
NO CONFLICTS OF INTEREST.
EXECUTIVE AGREES THAT THROUGHOUT THE
PERIOD OF EXECUTIVE'S EMPLOYMENT HEREUNDER OR OTHERWISE, EXECUTIVE WILL NOT
PERFORM ANY ACTIVITIES OR SERVICES, OR ACCEPT OTHER EMPLOYMENT THAT WOULD
MATERIALLY INTERFERE WITH OR PRESENT A CONFLICT OF INTEREST CONCERNING
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY.
EXECUTIVE AGREES AND ACKNOWLEDGES THAT
EXECUTIVE'S EMPLOYMENT BY THE COMPANY IS CONDITIONED UPON EXECUTIVE ADHERING TO
AND COMPLYING WITH THE BUSINESS PRACTICES AND REQUIREMENTS OF ETHICAL CONDUCT
SET FORTH IN WRITING FROM TIME TO TIME BY THE COMPANY IN ITS EMPLOYEE MANUAL OR
SIMILAR PUBLICATION.
EXECUTIVE REPRESENTS AND WARRANTS THAT NO OTHER CONTRACT,
AGREEMENT OR UNDERSTANDING TO WHICH EXECUTIVE IS A PARTY OR MAY BE SUBJECT WILL
BE VIOLATED BY THE EXECUTION OF THIS AGREEMENT BY EXECUTIVE.
5.
CONFIDENTIALITY.
AT ANY TIME DURING AND AFTER THE END OF THE
TERM OF THIS AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, EXCEPT
TO THE EXTENT REQUIRED BY AN ORDER OF A COURT HAVING JURISDICTION OR UNDER
SUBPOENA FROM AN APPROPRIATE GOVERNMENT AGENCY, IN WHICH EVENT, EXECUTIVE SHALL
USE HIS BEST EFFORTS TO CONSULT WITH THE BOARD PRIOR TO RESPONDING TO ANY SUCH
ORDER OR SUBPOENA, AND EXCEPT AS REQUIRED IN THE PERFORMANCE OF HIS DUTIES
HEREUNDER, EXECUTIVE SHALL NOT DISCLOSE TO OR USE FOR THE BENEFIT OF ANY THIRD
PARTY ANY CONFIDENTIAL INFORMATION.
FOR PURPOSES OF THIS AGREEMENT,
"CONFIDENTIAL INFORMATION" SHALL MEAN CONFIDENTIAL OR PROPRIETARY TRADE SECRETS,
CLIENT LISTS, CLIENT IDENTITIES AND INFORMATION, BUSINESS STRATEGIES, IDENTITY
OF ACQUISITION OR GROWTH TARGETS, MARKETING PLANS, INFORMATION REGARDING SERVICE
PROVIDERS, INVESTMENT METHODOLOGIES, MARKETING DATA OR PLANS, SALES PLANS,
MANAGEMENT ORGANIZATION INFORMATION, OPERATING POLICIES OR MANUALS, BUSINESS
PLANS OR OPERATIONS OR TECHNIQUES, FINANCIAL RECORDS OR DATA, OR OTHER
FINANCIAL, COMMERCIAL, BUSINESS OR TECHNICAL INFORMATION (I) RELATING TO THE
COMPANY OR ANY OF ITS AFFILIATES, OR (II) THAT THE COMPANY OR ITS AFFILIATES MAY
RECEIVE BELONGING TO SUPPLIERS, CUSTOMERS OR OTHERS WHO DO BUSINESS WITH THE
COMPANY OR ANY OF ITS AFFILIATES, BUT SHALL EXCLUDE ANY INFORMATION THAT IS IN
THE PUBLIC DOMAIN OR HEREAFTER ENTERS THE PUBLIC DOMAIN, IN EACH CASE WITHOUT
THE BREACH BY EXECUTIVE OF THIS SECTION 5.
6
6.
NON-COMPETITION.
(A)
AS USED HEREIN, THE TERM "RESTRICTION PERIOD" SHALL MEAN THE
PERIOD COMMENCING ON THE DATE THAT EXECUTIVE'S EMPLOYMENT WITH THE COMPANY IS
TERMINATED AND ENDING ON THE DATE WHICH IS TWELVE (12) MONTHS THEREAFTER.
(B)
DURING EXECUTIVE'S EMPLOYMENT BY THE COMPANY AND FOR THE DURATION
OF THE RESTRICTION PERIOD THEREAFTER, EXECUTIVE SHALL NOT, EXCEPT WITH THE PRIOR
WRITTEN CONSENT OF THE COMPANY, DIRECTLY OR INDIRECTLY, OWN, MANAGE, OPERATE,
JOIN, CONTROL, FINANCE OR PARTICIPATE IN THE OWNERSHIP, MANAGEMENT, OPERATION,
CONTROL OR FINANCING OF, OR BE CONNECTED AS AN OFFICER, DIRECTOR,