Common use of Covenants and Confidential Information Clause in Contracts

Covenants and Confidential Information. (a) During the Executive’s employment with the Company and for one year after termination of that employment, the Executive will not, directly or indirectly, own, manage, control or participate in the ownership, management or control of, or be employed or engaged by or otherwise affiliated or associated as a consultant, independent contractor or otherwise with, any other corporation, partnership, proprietorship, firm, association or other business entity or otherwise engage in: (i) any business that, during the Executive’s employment with the Company in any capacity (including as a consultant), competes with the business of the Company or any of the Company’s affiliates or subsidiaries; or (ii) any business that, during the one-year period following the Executive’s termination date, competes with the business of the Company as conducted on the date the Executive ceases to be employed by the Company in any capacity, (including as a consultant) (collectively, the “Covered Activities”); provided, that the ownership of not more than 1% of the stock of any publicly traded corporation shall not be deemed a violation of this covenant; provided, further, that in the event of a Termination Without Cause, the Executive may engage in any Covered Activity if prior to accepting any such employment he enters into a confidentiality agreement with the Company in form and substance satisfactory to the Company in its sole discretion (it being agreed that such confidentiality agreement may be broader in scope than the provisions of this Agreement and that such confidentiality agreement is intended to protect the Company from any risks which may arise in connection with the specific prospective employment of the Executive).