Common use of Term; Exclusivity Clause in Contracts

Term; Exclusivity. 1.5.1 The Term of this Agreement shall commence and this Agreement shall become effective on the date hereof, and shall end on December 31, 2000 unless extended or sooner terminated in accordance with the provisions of this Agreement (the "Term"). 1.5.2 The Services shall be rendered on a full time basis during normal working hours and all services of Executive shall be exclusive to Company; provided, however, that Executive may engage in other business activities with Company's prior written consent which consent shall not be unreasonably withheld provided that such other business activities shall not constitute a Competitive Business (as defined in Section 1.5.3 hereof), and shall not adversely affect the performance of Executive's Services hereunder. Executive acknowledges that Executive's performances and services hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law for damages and that a breach by Executive of the terms hereof (including without limitation this Section 1.5 and Section 1.7) will cause Company irreparable injury. Executive agrees that Company is entitled to seek injunctive and other equitable relief to prevent a breach or threatened breach of this Agreement, which shall be in addition to any other rights or remedies to which Company may be entitled. 1.5.3 During the term of this Agreement and of Executive's employment by Company (the "Restricted Period"), Executive shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the Businesses of Company or Company's Affiliates (collectively, "Competitive Business") so long as Company or Company's Affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; (iii) become interested in a Competitive Business in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) induce any customer or supplier of Company or Company's Affiliates to terminate its relationship with Company or Company's Affiliates (as the case may be). Notwithstanding anything to the contrary, Executive may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve Executive's ownership of: A. securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Executive is not part of any control group of such corporation (the Company is aware that Executive holds shares and options in Trimark Holdings, Inc. and such holdings are not in conflict with this Section 1.5.3A.); and B. any securities of a partnership, trust, corporation or other person so long as Executive remains a passive investor in that entity and does not become part of any control group thereof (except in a passive capacity) and so long as such entity is not, directly or indirectly, in competition with Company or its Affiliates.

Term; Exclusivity. 1.5.1 1.4.1 The Term of this Agreement shall commence and this Agreement shall become effective on the date hereof, hereof and shall end on December 31, 2000 1999 unless extended or sooner terminated in accordance with the provisions of this Agreement (the "Term"). 1.5.2 1.4.2 The Services shall be rendered on a full time basis during normal working hours and all services of Executive Employee shall be exclusive to Company; provided, however, that Executive Employee may engage in other business activities with Company's prior written consent which consent shall not be unreasonably withheld provided that such other business activities shall not constitute a Competitive Business (as defined in Section 1.5.3 1.4.3 hereof), and shall not adversely affect the performance of ExecutiveEmployee's Services hereunder. Executive Employee acknowledges that ExecutiveEmployee's performances and services hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law for damages and that a breach by Executive Employee of the terms hereof (including without limitation this Section 1.5 1.4 and Section 1.71.5) will cause Company irreparable injury. Executive Employee agrees that Company is entitled to seek injunctive and other equitable relief to prevent a breach or threatened breach of this Agreement, which shall be in addition to any other rights or remedies to which Company may be entitled. 1.5.3 1.4.3 During the term of this Agreement and of ExecutiveEmployee's employment by Company (the "Restricted Period"), Executive Employee shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the Businesses businesses of Company or Company's Affiliates (collectively, "Competitive Business") so long as Company or Company's Affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; (iii) become interested in a Competitive Business in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) induce any customer or supplier of Company or Company's Affiliates to terminate its relationship with Company or Company's Affiliates (as the case may be). Notwithstanding anything to the contrary, Executive Employee may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve ExecutiveEmployee's ownership of: A. securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Executive Employee is not part of any control group of such corporation (the Company is aware that Executive holds shares and options in Trimark Holdings, Inc. and such holdings are not in conflict with this Section 1.5.3A.)corporation; and B. any securities of a partnership, trust, corporation or other person so long as Executive Employee remains a passive investor in that entity and does not become part of any control group thereof (except in a passive capacity) and so long as such entity is not, directly or indirectly, in competition with Company or its Affiliates.

Term; Exclusivity. 1.5.1 1.4.1 The Term of this Agreement shall commence and this Agreement shall become effective on the date hereof, hereof and shall end on December 31, 2000 1999 unless extended or sooner terminated in accordance with the provisions of this Agreement (the "Term"). 1.5.2 1.4.2 The Services shall be rendered on a full time basis during normal working hours and all services of Executive Employee shall be exclusive to Company; provided, however, that Executive may engage in other business activities with Company's prior written consent which consent shall not be unreasonably withheld provided that such other business activities shall not constitute a Competitive Business (as defined in Section 1.5.3 hereof), and shall not adversely affect the performance of Executive's Services hereunder. Executive Employee acknowledges that ExecutiveEmployee's performances and services hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law for damages and that a breach by Executive Employee of the terms hereof (including without limitation this Section 1.5 1.4 and Section 1.71.5) will cause Company irreparable injury. Executive Employee agrees that Company is entitled to seek injunctive and other equitable relief to prevent a breach or threatened breach of this Agreement, which shall be in addition to any other rights or remedies to which Company may be entitled. 1.5.3 1.4.3 During the term of this Agreement and of ExecutiveEmployee's employment by Company (the "Restricted Period"), Executive Employee shall not, directly or indirectly, (i) engage in any business for his own account which is competitive with the Businesses businesses of Company or Company's Affiliates (collectively, "Competitive Business") so long as Company or Company's Affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; (iii) become interested in a Competitive Business in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) induce any customer or supplier of Company or Company's Affiliates to terminate its relationship with Company or Company's Affiliates (as the case may be). Notwithstanding anything to the contrary, Executive Employee may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve ExecutiveEmployee's ownership of: A. securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Executive Employee is not part of any control group of such corporation (the Company is aware that Executive holds shares and options in Trimark Holdings, Inc. and such holdings are not in conflict with this Section 1.5.3A.)corporation; and B. any securities of a partnership, trust, corporation or other person so long as Executive Employee remains a passive investor in that entity and does not become part of any control group thereof (except in a passive capacity) and so long as such entity is not, directly or indirectly, in competition with Company or its Affiliates. (i) A Change of Control will occur if, in a transaction or related series of transactions, another person or a group of persons acting together, other than Pioneer Electronic Corporation and its affiliates, acquire more than 50% of the voting securities of the Company or if substantially all of the assets of theCompany are sold in one or a related series of transactions. (ii) In the event of a Change of Control followed within 180 days by a without cause termination of employment or a without cause material reduction of Employee's duties and responsibilities, Employee will receive, in lieu of the benefit provided in Section 3.2.2(i), in one lump sum, the greater of the remainder of Employee's Fixed Annual Compensation for the term of the Agreement or $50,000, less withholding as required. In addition, the mitigation provisions of Section 3.4 shall not apply in such event. (iii) In the event of a Change of Control followed within 180 days by the termination or resignation of Roger A. Burlage as Chief E▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ and Chairman of Company, Employee may resign his position within 30 days after such termination and, in such event Employee will receive the same benefits and payments as are set forth in the immediately preceding paragraph as if Employee was terminated without cause.

Term; Exclusivity. 1.5.1 1.4.1 The Term of this Agreement shall commence and this Agreement shall become effective on the above referenced date hereof, through and shall end on including December 31, 2000 unless extended or sooner terminated in accordance with the provisions of this Agreement 1999 (the "Term"). If neither party shall have given notice to the other, on or before three months before December 31, 1999, of such party's intent not to extend this Agreement, this Agreement shall automatically be extended for an additional year to December 31, 2000. 1.5.2 1.4.2 The Services shall be rendered on a full time basis during normal working hours and all services of Executive Employee shall be exclusive to Company; provided, however, that Executive Employee may engage in other business activities with Company's prior written consent which consent shall not be unreasonably withheld provided that such other business activities shall not constitute a Competitive Business (as defined in Section 1.5.3 1.4.3 hereof), and shall not adversely affect the performance of ExecutiveEmployee's Services hereunder. Executive Employee acknowledges that ExecutiveEmployee's performances and services hereunder are of a special, unique, unusual, extraordinary and intellectual character which gives them peculiar value, the loss of which cannot be reasonably or adequately compensated in an action at law for damages and that a breach by Executive Employee of the terms hereof (including without limitation this Section 1.5 1.4 and Section 1.71.5) will cause Company irreparable injury. Executive Employee agrees that Company is entitled to seek injunctive and other equitable relief to prevent a breach or threatened breach of this Agreement, which shall be in addition to any other rights or remedies to which Company may be entitled. 1.5.3 1.4.3 During the term of this Agreement and of ExecutiveEmployee's employment by Company (the "Restricted Period"), Executive Employee shall not, directly or indirectly, (iI) engage in any business for his own account which is competitive with the Businesses businesses of Company or Company's Affiliates (collectively, "Competitive Business") so long as Company or Company's Affiliates (as the case may be) continue to engage in such business; (ii) enter the employ of, or render any services to, any person engaged in a Competitive Business; (iii) become interested in a Competitive Business in any capacity, including, without limitation, as an individual, partner, shareholder, officer, director, principal, agent, trustee or consultant; or (iv) induce any customer or supplier of Company or Company's Affiliates to terminate its relationship with Company or Company's Affiliates (as the case may be). Notwithstanding anything to the contrary, Executive Employee may acquire and/or retain, solely as an investment, and take customary actions to maintain and preserve ExecutiveEmployee's ownership of: A. securities of any corporation which are registered under Sections 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended, and which are publicly traded, as long as Executive Employee is not part of any control group of such corporation (the Company is aware that Executive holds shares and options in Trimark Holdings, Inc. and such holdings are not in conflict with this Section 1.5.3A.)corporation; and B. any securities of a partnership, trust, corporation or other person so long as Executive Employee remains a passive investor in that entity and does not become part of any control group thereof (except in a passive capacity) and so long as such entity is not, directly or indirectly, in competition with Company or its Affiliates.