PERIOD"), THE EMPLOYEE WILL NOT, WITHOUT THE COMPANY'S PRIOR
WRITTEN CONSENT,
2
alone or as a partner, joint venturer, officer, director, employee, consultant,
agent, independent contractor or stockholder of any company or business, engage
in any business activity which is or plans to be in competition in the United
States with any of the products or services marketed, distributed, sold or
otherwise provided by the Company at such time.
The ownership by the Employee
of not more than one percent of the shares of stock of any corporation having a
class of equity securities actively traded on a national securities exchange or
on NASDAQ shall not be deemed, in and of itself, to violate the prohibitions of
this paragraph.
B.
NON-SOLICITATION. DURING THE NON-COMPETE PERIOD, THE EMPLOYEE WILL
NOT, DIRECTLY OR INDIRECTLY, EMPLOY ANY PERSON WHO IS EMPLOYED BY THE COMPANY AT
ANY TIME DURING THE TERM HEREOF, OR IN ANY MANNER SEEK TO INDUCE ANY SUCH PERSON
TO LEAVE HIS OR HER EMPLOYMENT WITH THE COMPANY.
IN ADDITION, THE EMPLOYEE WILL
NOT KNOWINGLY PERMIT ANY COMPANY OR BUSINESS ORGANIZATION IN WHICH THE EMPLOYEE
IS AN OFFICER OF DIRECTOR OR WHICH IS DIRECTLY OR INDIRECTLY CONTROLLED BY THE
EMPLOYEE, TO EMPLOY OR IN ANY MANNER SEEK TO INDUCE ANY SUCH PERSON TO LEAVE HIS
OR HER EMPLOYMENT WITH THE COMPANY.
C.
IRREPARABLE HARM.
THE EMPLOYEE AGREES THAT THE BREACH OF THIS
PROVISION BY THE EMPLOYEE WILL CAUSE IRREPARABLE DAMAGE TO THE COMPANY AND THAT
IN THE EVENT OF SUCH BREACH THE COMPANY SHALL HAVE, IN ADDITION TO ANY AND ALL
REMEDIES OF LAW, THE RIGHT TO AN INJUNCTION, SPECIFIC PERFORMANCE OR OTHER
EQUITABLE RELIEF TO PREVENT THE VIOLATION OF THE EMPLOYEE'S OBLIGATIONS
HEREUNDER.
D.
SURVIVAL.
THE EMPLOYEE HEREBY AGREES AND UNDERSTANDS THAT THE
EMPLOYEE'S OBLIGATIONS UNDER THIS AGREEMENT SHALL SURVIVE THE TERMINATION OF THE
EMPLOYEE'S EMPLOYMENT REGARDLESS OF THE MANNER OF SUCH TERMINATION AND SHALL BE
BINDING UPON THE EMPLOYEE'S HEIRS, EXECUTORS, ADMINISTRATORS AND LEGAL
REPRESENTATIVES.
5.
INVENTION DISCLOSURE AND CONFIDENTIALITY AGREEMENT. THE EMPLOYEE
ACKNOWLEDGES THAT HE ENTERED INTO THE INVENTION DISCLOSURE AND CONFIDENTIALITY
AGREEMENT IN THE FORM ATTACHED HERETO AS APPENDIX A EFFECTIVE AS OF APRIL 10,
1989, AND THAT SUCH AGREEMENT IS BINDING UPON HIM AND REMAINS IN FULL FORCE AND
EFFECT.
6.
GENERAL PROVISIONS.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE COMMONWEALTH OF MASSACHUSETTS. THIS AGREEMENT
AND THE INVENTION DISCLOSURE AND CONFIDENTIALITY AGREEMENT CONSTITUTE THE ENTIRE
AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF AND SUPERSEDE
ANY PRIOR NEGOTIATIONS, UNDERSTANDINGS OR AGREEMENTS CONCERNING THE SUBJECT
MATTER HEREOF AND THEREOF, WHETHER ORAL OR WRITTEN, INCLUDING THE AGREEMENTS
BETWEEN THE EMPLOYEE AND THE COMPANY DATED APRIL 10, 1989, AUGUST 4, 1994, THE
LETTER AGREEMENT BETWEEN THE EMPLOYEE AND THE COMPANY DATED SEPTEMBER 12, 1996,
AND MARCH 10, 1999.
THIS AGREEMENT MAY BE MODIFIED, AND THE RIGHTS AND REMEDIES
OF ANY PROVISION HEREOF MAY BE WAIVED, ONLY IN WRITING, SIGNED BY BOTH THE
COMPANY AND THE EMPLOYEE. THE INVALIDITY OR