Common use of Covenant Against Competition Clause in Contracts

Covenant Against Competition. The Executive acknowledges that, as of the date of execution of this Employment Agreement: (i) R&R is, directly and through its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries throughout the United States, and may be expanded to other locations; (iii) his employment with Holding and R&R will have given him access to confidential information concerning the Business as so conducted; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive covenants and agrees that, without the prior written consent of the Board of Holding, the Executive shall not during the Restricted Period and within the Restricted Area (each as defined below), except in the Executive's capacity as an officer of the Company or any of its affiliates: (A) engage or participate in the Business; (B) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. In addition, in the event that all or any portion of the business or assets of the Company are transferred to one or more business entities owned in whole or in part by one or more of the direct or indirect owners of the Company as a distribution in respect of their equity interests, this subsection 10(a) shall not prevent the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets of the Company in its business.

Covenant Against Competition. The Executive acknowledges thatthat his services to be rendered hereunder are of a special and unusual character which have a unique value to Employer, as the loss of which cannot adequately be compensated by damages in an action at law. In view of the date unique value to Employer of execution the services of Executive for which Employer has contracted hereunder, and because of the Confidential Information to be obtained by or disclosed to Executive as herein above set forth, and as a material inducement to Employer to enter into this Employment Agreement: (i) R&R isAgreement and to pay to Executive the compensation referred to in Section VI hereof and other consideration provided herein, directly and through its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries throughout the United States, and may be expanded to other locations; (iii) his employment with Holding and R&R will have given him access to confidential information concerning the Business as so conducted; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive covenants and agrees that, without the prior written consent of the Board of Holding, the Executive shall that he will not during the Restricted Period term hereof and within the Restricted Area (each as defined below), except in the Executive's capacity as an officer of the Company or any of its affiliates: (A) engage or participate in the Business; (B) enter the employ of, or render any services (whether or not for a fee or other compensationperiod of twelve (12) to, months from the date of termination of this Agreement for any person engaged in the Business; or reason (Ci) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may ownengage, directly or indirectly, solely in any business directly competitive with the asbestos abatement industrial safety or hazardous material remediation supply business of Employer (the "Activities") in any area within the states that the Company presently is conducting business or subsequently is conducting business at the time of the termination of this Agreement; (ii) call upon any customer or customers of the Employer for the purposes of engaging in any activities for any person, corporation, or entity other than Employer competitive with the Activities of the Employer; or (iii) divert, solicit or take away any customer or customers of the Employer for the purpose of engaging in any activities competitive with the Activities of the Employer. Executive covenants and agrees that if he shall violate any of his covenants or agreements provided for pursuant to this Section, Employer shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration, or benefits which Executive, directly or indirectly, has realized and/or may realize as a passive investmentresult of, securities growing out of, or in connection with any such violation; such remedy shall be in addition to and not in limitation of any company traded on any national securities exchange injunctive relief or on the National Association of Securities Dealers Automated Quotation System. In addition, in the event that all other rights or any portion of the business or assets of the Company are transferred remedies to one or more business entities owned in whole which Employer may be entitled to at law or in part by one equity or more of the direct or indirect owners of the Company as a distribution in respect of their equity interests, under this subsection 10(a) shall not prevent the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets of the Company in its businessEmployment Agreement.

Covenant Against Competition. The Executive 2.1 Employee acknowledges thatthat the services to be performed under this Agreement are of a special, as unique, unusual, extraordinary and intellectual character, that the business of the date of execution of this Employment Agreement: (i) R&R isCompany is national in scope, directly and through that its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries products are marketed throughout the United States, Canada and may internationally (the “Market Area”), and that the Company competes with other organizations that are or could be expanded located in any part of the Market Area. As an inducement for Company to other locations; (iii) his enter into the Employment Agreement and in consideration of the employment with Holding of Employee and R&R will have given him access to confidential information concerning the Business as so conducted; severance pay, benefits and (iv) in consideration of continued employment by the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. AccordinglyCompany, the Executive Employee hereby covenants and agrees that, without the prior written consent of the Board of Holding, the Executive that Employee shall not during the Restricted Period and within the Restricted Area (each as defined below)Employment Period, except in the Executive's capacity as an officer course of the Company Employee’s employment hereunder, and for a period of twelve (12) months thereafter, directly or any of its affiliates: (A) indirectly engage or invest in, own, manage, operate, control or participate in the Business; (B) enter the employ ownership, management, operation or control of, be employed, associated or in any manner connected with, or render any services (whether or not for a fee or other compensation) advice to, any person engaged in the Business; business whose products or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. In addition, in the event that all or any portion of the business or assets of the Company are transferred to one or more business entities owned activities compete in whole or in part by one or more with the Business Activities of the direct Company, within the Geographic Territories within the Market Area in which the Company at any time during the Employment Period conducts its Business Activities; provided, however, that Employee may invest in up to (but not more than) four percent of any class of securities of any enterprise (but without otherwise participating in the activities of such enterprise) if such securities are listed on any national or indirect owners regional securities exchange or have been registered under Section 12(g) of the Securities Exchange Act of 1934.) If the location where the Company as has engaged in Business Activities or provided services to customers is within an area in which gaming activities are regulated by a distribution in respect of their equity interestsgovernmental (state, this subsection 10(acounty, provincial, tribal, country, etc.) body the term “Geographic Territories” shall not prevent the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets be all of the Company in its businessgeographic area over which the applicable governmental body has jurisdiction.

Covenant Against Competition. The Executive acknowledges that(a) If, as after the occurrence of a Change of Control, the Executive's employment by the Company is terminated pursuant to Sections 7(d) or 7(e) hereof, then for the greater of one year after the date of execution of this Employment Agreement: (i) R&R is, directly and through its subsidiaries, engaged in termination or the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries throughout the United States, and may be expanded to other locations; (iii) his employment with Holding and R&R will have given him access to confidential information concerning the Business as so conducted; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive covenants and agrees that, without the prior written consent remainder of the Board of HoldingEmployment Period, the Executive shall not during the Restricted Period and within the Restricted Area (each as defined below), except in the Executive's capacity as an officer of the Company or any of its affiliates: (A) engage or participate in the Business; (B) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may ownnot, directly or indirectly, solely (i) induce or attempt to influence any employee of the Company to terminate his employment with the Company or hire or solicit for hire on behalf of another employer any person then employed or who had been employed by the Company during the immediately preceding six months or (ii) engage in (as a passive investmentprincipal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States of America, if (A) such business? primary business is the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 10(a)(ii)(A) hereto, or (B) such business is a general retailer which generates revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services in an aggregate amount in excess of $1 billion, including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 10(a)(ii)(B) hereto. However, nothing contained in this Section 10(a) shall prevent the Officer from holding for investment up to two percent (2%) of any class of equity securities of any a company whose securities are traded on a national or foreign securities exchange. (b) Executive acknowledges that the restrictions contained in Sections 9 and 10 hereof, in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any national securities exchange or on violation thereof would result in irreparable injuries to the National Association of Securities Dealers Automated Quotation System. In additionCompany, and the Executive therefore acknowledges that, in the event that of his violation of any of these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without the posting of any bond) as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such a violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. (c) If the Executive violates any portion of the business or assets of restrictions contained in the Company are transferred to one or more business entities owned foregoing Section 10(a), the period during which the restrictions contained in whole or in part by one or more of the direct or indirect owners of the Company as a distribution in respect of their equity interests, this subsection Section 10(a) shall remain in effect shall be tolled as of the time of commencement of such violation, and shall not prevent begin to run again until such time as such violation shall be cured by the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets to the satisfaction of the Company Company. (d) Executive acknowledges and agrees that the covenants and other provisions set forth in its businessSections 10(a), 10(b) and 10(c) hereof are reasonable and valid in geographical and temporal scope and in all other respects. If any of such covenants or other provisions are found to be invalid or unenforceable by a final determination of a court of competent jurisdiction, then (I) the remaining covenants and other provisions set forth in Sections 10(a), 10(b) and 10(c) shall be unimpaired, and (ii) the invalid or unenforceable covenant or provision shall be deemed replaced by a covenant or provision that is valid or enforceable and that comes closest to expressing the intention of the covenant or provision found to be invalid or unenforceable.

Covenant Against Competition. The Executive 2.1 Employee acknowledges thatthat the services to be performed under this Agreement are of a special, as unique, unusual, extraordinary and intellectual character, that the business of the date of execution of this Employment Agreement: (i) R&R isCompany is national in scope, directly and through that its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries products are marketed throughout the United States, Canada 'and may internationally (the "Market Area"), and that the Company competes with other organizations that are or could be expanded located in any part of the Market Area As an inducement for Company to other locations; (iii) his enter into the Employment Agreement and in consideration of the employment with Holding of Employee and R&R will have given him access to confidential information concerning the Business as so conducted; severance pay, benefits and (iv) in consideration of continued employment by the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive Company. Employee hereby covenants and agrees that, without the prior written consent of the Board of Holding, the Executive that Employee shall not during the Restricted Period and within the Restricted Area (each as defined below)Employment Period, except in the Executivecourse of Employee's capacity as an officer employment hereunder, and for a period of the Company twelve (12) months thereafter, directly or any of its affiliates: (A) indirectly engage or invest in, own, manage, operate, control or participate in the Business; (B) enter the employ ownership, management, operation or control of, be employed, associated or in any manner connected with or render any services (whether or not for a fee or other compensation) advice to, any person engaged in the Business; business whose products or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. activities compete In addition, in the event that all or any portion of the business or assets of the Company are transferred to one or more business entities owned in whole or in part by one or more of with the direct or indirect owners Business Activities of the Company as a distribution within the Geographic Territories within the Market Area in respect which the Company at any time during the Employment Period conducts its Business Activities; provided, however. that Employee may invest in up to (but not more than) four percent of their equity interests, this subsection 10(aany class of securities of any enterprise (but Without otherwise participating in the activities of such enterprise) shall not prevent the Executive from being employed thereafter if such securities are listed on a full any national or part-time basis by any such entity that continues such business regional securities exchange or that uses such assets have been registered under Section 12(g) of the Securities Exchange Act of 1934.) If the location where the Company has engaged in its businessBusiness Activities or provided services to customers is within an area in which gaming activities are regulated by a governmental (state, county, provincial, tribal, country, etc.) body the term "Geographic Territories" shall be all of the geographic area over which the applicable governmental body has jurisdiction.

Covenant Against Competition. a. The Executive acknowledges thatOfficer shall not, as of the date of execution of this Employment Agreement: (i) R&R is, directly and through its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) the Business is conducted currently by R&R and its subsidiaries throughout the United States, and may be expanded to other locations; (iii) during his employment with Holding and R&R will have given him access to confidential information concerning the Business as so conducted; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive covenants and agrees that, without the prior written consent of the Board of Holding, the Executive shall not during the Restricted Period and within the Restricted Area (each as defined below), except in the Executive's capacity as an officer of the Company or any of its affiliates: (A) engage or participate in the Business; (B) enter the employ of, or render any services (whether or not and for a fee or other compensation) to, any person engaged in the Business; or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may ownone year thereafter, directly or indirectly, solely induce or attempt to influence any employee of the Company to terminate his employment with the Company or hire or solicit for hire on behalf of another employer any person then employed or who had been employed by the Company during the immediately preceding six months. b. The Officer shall not, during his employment with the Company and for one year thereafter, unless the Officer is terminated by the Company without Cause, directly or indirectly, engage in (as a passive investmentprincipal, partner, director, officer, agent, employee, consultant or otherwise) or be financially interested in any business operating within the United States of America, if (i) such business? primary business is the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 2(b)(i) hereto, or (ii) such business is a general retailer which generates revenues from the retail and/or commercial sale of automotive parts, accessories, tires and/or automotive repair/maintenance services in an aggregate amount in excess of $1 billion, including, without limitation, the entities (including their franchisees and affiliates) listed on Schedule 2(b)(ii) hereto. However, nothing contained in this Section 2b shall prevent the Officer from holding for investment up to two percent (2%) of any class of equity securities of any a company whose securities are traded on a national or foreign securities exchange. c. Officer acknowledges that the restrictions contained in this Section 2, in view of the nature of the business in which the Company is engaged, are reasonable and necessary in order to protect the legitimate interests of the Company, and that any national securities exchange or on violation thereof would result in irreparable injuries to the National Association of Securities Dealers Automated Quotation System. In additionCompany, and the Officer therefore acknowledges that, in the event of his violation of any of these restrictions, the Company shall be entitled to obtain from any court of competent jurisdiction preliminary and permanent injunctive relief (without the posting of any bond) as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such a violation, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. d. If the Officer violates any of the restrictions contained in this Section 2, the restrictive period shall be extended from the time of the commencement of any such violation until such time as such violation shall be cured by the Officer to the satisfaction of the Company. e. The invalidity or unenforceability of any provision or provisions of this Section 2 shall not affect the validity or enforceability of any other provision or provisions of this Section 2, which shall remain in full force and effect. If any provision of this Section 2 is held to be invalid, void or unenforceable in any jurisdiction, any court or arbitrator so holding shall substitute a valid, enforceable provision that all preserves, to the maximum lawful extent, the terms and intent of this Agreement and shall correspondingly modify the Company?s obligations under Section 1. If any of the provisions of, or covenants contained in, this Section 2 are hereafter construed to be invalid or unenforceable in any jurisdiction, the same shall not affect the remainder of the provisions or the enforceability thereof in any other jurisdiction, which shall be given full effect, without regard to the invalidity or unenforceability in such other jurisdiction. Any such holding shall affect such provision of this Section 2, solely as to that jurisdiction, without rendering that or any portion other provisions of this Section 2 invalid, illegal, or unenforceable in any other jurisdiction. If any covenant contained in this Section 2 should be deemed invalid, illegal or unenforceable because its scope is considered excessive, such covenant will be modified so that the scope of the business or assets covenant is reduced only to the minimum extent necessary to render the modified covenant valid, legal and enforceable and a corresponding reduction in the scope of the Company are transferred to one or more business entities owned in whole or in part by one or more of the direct or indirect owners of the Company as a distribution in respect of their equity interests, this subsection 10(a) Company?s obligations under Section 1 shall not prevent the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets of the Company in its businessalso be made. 3.

Covenant Against Competition. (a) The Executive acknowledges that, as of the date of execution of this Employment Agreement: agrees that (i) R&R isat all times during the term of this Agreement, directly and through its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"); (ii) for two years after the Business Executive retires or is conducted currently by R&R and its subsidiaries throughout the United Statesterminated for any reason, and may be expanded to other locations; (iii) any time in which the Executive is receiving an Annual Salary from the Corporation, or the equivalent of his employment with Holding and R&R will have given him access to confidential information concerning Annual Salary from the Business as so conducted; and (iv) the agreements and covenants contained in Corporation, after this Agreement are essential has been terminated (but for purposes of this Section 6(a), the payment of any form of pension or retirement benefits to protect the business and goodwill Executive in connection with his retirement from the Corporation in accordance with this Agreement (including Section 5 hereof), or under any other qualified or nonqualified plans which provide retirement benefit in accordance with the Corporation's policies regarding the retirement of Holding and R&R. Accordinglysenior executives shall not be considered to be Annual Salary or its equivalent), the Executive covenants will not directly or indirectly engage in any business which is substantially competitive with any business then actively conducted by LTV Copperweld and agrees thatany other business of LTV that the Executive at the time has a major responsibility in the control and direction thereof, without either as owner, partner or officer, or employee of such a business, and the Executive will not consult with any such competitive business; provided, however, that ownership by the Executive of not more than five percent (5%) of the outstanding shares of stock of any such business listed on any national stock exchange or of not more than twenty-five percent (25%) of the stock of any such business not so listed shall not be deemed to amount to a violation of this covenant. If the Executive is first elected to be a director of any business enterprise after the Effective Date, neither such election nor the Executive's service as a director of such business enterprise shall be deemed to amount to a violation of this covenant if, prior to accepting any such directorship, the Executive seeks and secures the prior written consent approval of the Board of HoldingDirectors of the Corporation. Notwithstanding the foregoing, the Executive is expressly permitted to continue to serve as a director of any business enterprise of which he was serving as a director as of the Effective Date, and he shall not during the Restricted Period and within the Restricted Area (each as defined below), except be deemed to be in the Executive's capacity as an officer violation of the Company or any of its affiliates: (A) engage or participate in foregoing covenant by continuing such service from and after the Business; (B) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. In addition, in the event that all or any portion of the business or assets of the Company are transferred to one or more business entities owned in whole or in part by one or more of the direct or indirect owners of the Company as a distribution in respect of their equity interests, this subsection 10(a) shall not prevent the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets of the Company in its businessEffective Date.

Covenant Against Competition. (a) The Executive acknowledges thatagrees that (1) at all times during the Term, as (2) for two years after the Executive retires or is terminated for any reason, or voluntarily terminates his employment, and (c) any time in which the Executive is receiving an Annual Salary from the Corporation, or the equivalent of his Annual Salary from the Corporation, after the end of the date of execution Term (but for purposes of this Employment Agreement: (i) R&R isSection 8, directly and through the payment of any form of pension or retirement benefits to the Executive in connection with his retirement from the Corporation or under any qualified or nonqualified plans which provide retirement benefits in accordance with the Corporation's policies regarding the retirement of senior executives shall not be considered to be Annual Salary or its subsidiaries, engaged in the investment banking businesses of corporate finance and mergers and acquisitions as a broker-dealer (the "BUSINESS"equivalent); (ii) the Business is conducted currently by R&R and its subsidiaries throughout the United States, and may be expanded to other locations; (iii) his employment with Holding and R&R will have given him access to confidential information concerning the Business as so conducted; and (iv) the agreements and covenants contained in this Agreement are essential to protect the business and goodwill of Holding and R&R. Accordingly, the Executive covenants will not directly or indirectly engage in any business which is competitive with any business then actively conducted by Copperweld or LTV or any affiliate of LTV, either as owner, partner, officer or employee of such a business, and agrees thatthe Executive will not consult with any such competitive business; provided, without however, that ownership by the Executive of not more than five percent (5%) of the outstanding shares of stock of any national stock exchange shall not be deemed to be a violation of this covenant. Notwithstanding anything in this Section 8 to the contrary, the covenant not to compete in this Section 8 shall be void and of no further effect if, prior to or following such termination, (3) there is a Change in Control (as defined below) of Copperweld or LTV or (4) the Corporation fails or has failed to pay the Executive any amounts due to the Executive hereunder. If the Executive is first elected to be a director of any business enterprise after the Effective Date, neither such election nor the Executive's service as a director of such business enterprise shall be deemed to be a violation of this covenant if, prior to accepting any such directorship, the Executive seeks and secures the prior written consent approval of the Board of HoldingDirectors of LTV. Notwithstanding the foregoing, the Executive is expressly permitted to continue to serve as a director of any business enterprise of which he was serving as a director as of the Effective Date, and he shall not during the Restricted Period and within the Restricted Area (each as defined below), except be deemed to be in the Executive's capacity as an officer violation of the Company or any of its affiliates: (A) engage or participate in foregoing covenant by continuing such service from and after the Business; (B) enter the employ of, or render any services (whether or not for a fee or other compensation) to, any person engaged in the Business; or (C) acquire an equity interest in any person engaged in the Business; provided, that the foregoing restrictions shall not apply at any time if the Executive's employment is terminated during the Term by the Executive for Good Reason (as defined above) or by the Company other than for "Cause"; provided, further, that during the Restricted Period the Executive may own, directly or indirectly, solely as a passive investment, securities of any company traded on any national securities exchange or on the National Association of Securities Dealers Automated Quotation System. In addition, in the event that all or any portion of the business or assets of the Company are transferred to one or more business entities owned in whole or in part by one or more of the direct or indirect owners of the Company as a distribution in respect of their equity interests, this subsection 10(a) shall not prevent the Executive from being employed thereafter on a full or part-time basis by any such entity that continues such business or that uses such assets of the Company in its businessEffective Date.