BENEFIT OF
EXECUTIVE UNDER THE PROVISIONS OF PARAGRAPH 3 ABOVE SHALL PROMPTLY BE RETURNED
TO THE COMPANY.
7.
NON-DISPARAGEMENT. EXECUTIVE AGREES NOT
TO DISPARAGE OR DEFAME THE COMPANY OR ANY OF THE OTHER RELEASEES OR TO MAKE ANY
STATEMENTS CONCERNING ANY OF THE FOREGOING INTENDED TO HARM THE BUSINESS
INTERESTS OF THE COMPANY OR ANY OF ITS AFFILIATES.
EXECUTIVE RECOGNIZES AND
AGREES THAT THIS PROVISION WAS A SIGNIFICANT INDUCEMENT FOR THE COMPANY TO ENTER
INTO THIS AGREEMENT. IN THE EVENT OF A BREACH BY EXECUTIVE OF ANY OF THE
MATERIAL TERMS OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THIS PARAGRAPH 7,
AND WITHOUT IN ANY WAY LIMITING THE REMEDIES OF THE COMPANY OR ANY OTHER
RELEASEE FOR ANY SUCH BREACH, EXECUTIVE WILL AUTOMATICALLY FORFEIT ANY
OUTSTANDING PAYMENTS OR BENEFITS DUE UNDER PARAGRAPH 3 ABOVE.
8.
RESTRICTIVE COVENANTS.
AS A MATERIAL
INDUCEMENT TO THE COMPANY TO ENTER INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES
AND AFFIRMS THAT EXECUTIVE WILL STRICTLY ABIDE BY EACH AND EVERY
NON-SOLICITATION, CONFIDENTIALITY, NON-COMPETITION, NONRAID AND/OR SIMILAR
OBLIGATION WHICH EXECUTIVE MAY HAVE WITH RESPECT TO THE COMPANY AND/OR ANY OF
ITS AFFILIATES, WHETHER BY AGREEMENT, FIDUCIARY OBLIGATION OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO THOSE SET FORTH IN THE SPECIFIED OPTION AGREEMENTS,
THE OTHER OPTION AGREEMENTS AND SECTIONS 3 THROUGH
5
6 OF THE EMPLOYMENT AGREEMENT. NOTWITHSTANDING THE FOREGOING, FOR THE PURPOSE OF
THE DEFINITION OF CONFIDENTIAL INFORMATION IN ANY OF THE PROVISIONS DESCRIBED IN
THE PRECEDING SENTENCE IT IS UNDERSTOOD AND AGREED THAT CONFIDENTIAL INFORMATION
OF THE COMPANY AND ITS AFFILIATES SHALL NOT INCLUDE INFORMATION WHICH EXECUTIVE
CAN SHOW (I) SATISFIES EACH OF THE FOLLOWING THREE CONDITIONS: (X) WAS ALREADY
IN EXECUTIVE'S POSSESSION PRIOR TO DISCLOSURE BY THE COMPANY, ANY OF ITS
AFFILIATES OR ANY OTHER RELEASEE, (Y) WAS NOT IN EXECUTIVE'S POSSESSION AS A
RESULT OF, AND WAS NOT DEVELOPED BY EXECUTIVE AS PART OF, EXECUTIVE'S EMPLOYMENT
WITH OR PROVISION OF SERVICES TO, THE COMPANY, MONSTER, INC, ADION, INC., ADION
INFORMATION SERVICES, INC., HGI ACQUISITION CORP. OR ANY OTHER RELEASEE, AND (Z)
WAS NOT PREVIOUSLY ASSIGNED BY EXECUTIVE TO ANY RELEASEE OR WHICH EXECUTIVE
PREVIOUSLY AGREED IN WRITING WAS THE PROPERTY OF ANY RELEASEE, (II) IS OR
BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A BREACH BY
EXECUTIVE OF ANY OF HIS LEGAL, CONTRACTUAL, FIDUCIARY OR OTHER OBLIGATIONS TO
THE COMPANY, ANY OF ITS AFFILIATES OR ANY OTHER RELEASEE, OR (III) BECOMES
AVAILABLE TO EXECUTIVE OUTSIDE THE SCOPE OF HIS EMPLOYMENT OR PROVISION OF
SERVICES TO THE COMPANY, ANY OF ITS AFFILIATES OR ANY OTHER RELEASEE ON A
NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE COMPANY, ANY OF ITS
AFFILIATES OR ANY OTHER RELEASEE, WHICH SOURCE IS NOT PROHIBITED FROM DISCLOSING
THE INFORMATION TO EXECUTIVE BY A LEGAL, CONTRACTUAL, FIDUCIARY OR OTHER
OBLIGATION TO THE COMPANY, ANY OF ITS AFFILIATES OR ANY OTHER RELEASEE.
FURTHERMORE, IN THE EVENT EXECUTIVE REASONABLY BELIEVES AFTER CONSULTATION WITH
COUNSEL THAT EXECUTIVE IS REQUIRED BY LAW TO DISCLOSE ANY CONFIDENTIAL
INFORMATION OF THE COMPANY,