Common use of Confidentiality and Noncompetition Clause in Contracts

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) 10.1 The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly during or indirectly, as a principal, officer, director, employee or in any other capacity whatsoeverafter the Term of this Agreement, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property Company disclose to any entity or person engaged in or about to engage in, any business activity that information which is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted treated as confidential by the Company or have been conducted any of their subsidiaries or affiliates (each, a "Company Entity"), and is not generally known or available in to the public, provided, that the Executive may make disclosures of such confidential information (i) during the Term of this Agreement in the course of and to the extent required by and consistent with the performance of his duties hereunder, and (ii) to the extent required by law or legal process. 10.2 Except as permitted by the Company with its prior written consent, the Executive shall not, during the twelve months preceding the termination of the Executive's employment. Nothing employment with the Company and for the period ending twenty-four (24) months after the Executive's employment with the Company terminates for any reason, directly or indirectly, own, enter into the employ of or render, any services (whether as a consultant or otherwise) to any person, firm or corporation within the United States or any foreign country in which the Company is doing or is contemplating doing business on the Date of Termination which is a competitor of any Company Entity with respect to products which any Company Entity is then producing or services which any Company Entity is then providing (a "Competitor"), or approach, canvass, solicit, or otherwise endeavor to entice away from the Company, any customer in respect of any service or product in any way competitive with the services or products supplied by any Company Entity to such customer, or solicit the services of, or endeavor to entice away from the Company, any director, executive officer or employee of the Company; provided, that it shall not be a violation of this Agreement shall prevent provision for the Executive from making to be employed by, or holding render services to, a Competitor, if the Executive renders those services only with respect to those lines of business of the Competitor which are not directly competitive with a line of business of any investment Company Entity or are located in any country in which the Company does not do business and was not contemplating doing business on the Date of Termination. 10.3 The Executive acknowledges and agrees that any breach of this Section 10 by the Executive will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Buyer could not be reasonably or adequately compensated by damages in securities traded an action at law. For these reasons, the Company shall have the right to obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the Company against or on account of any national securities exchange or traded in breach by the over the counter market, provided said investments do not exceed one percent (1%) Executive of the issued and outstanding stock provisions of this Section 10 without proof of any one such corporationactual damage caused to the Company.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial processBuyer, Xxxxxx'x, the Executive Shareholders and Seller shall, and shall each cause their respective representatives to, keep confidential all confidential information known the financial terms of this Agreement and of the transactions contemplated hereby confidential, both prior to and after the Closing, except that Xxxxxx'x may disclose the financial terms of the transaction (i) to the Executive concerning the Company extent required under applicable state and federal securities laws and regulations applicable to it and its businesses during his employment with corporate parent, and (ii) to its equity investors, institutional lenders, and the Company and for holders of its debt securities, to the shorter of three (3) years extent reasonably requested by them. Immediately following the termination execution hereof, Buyer and Seller shall jointly make a press release in a form mutually agreeable to the parties. Except as provided in this paragraph, and without limiting the generality of the Executive's employment with foregoing, without the Company prior written consent of the Buyer, no disclosure (either prior to or until such information is publicly disclosed after the Closing) shall be made by the Company Seller, the Shareholders or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice their representatives relating to the Company in advance financial terms of any disclosure required by law this Agreement or judicial process in a timely manner to permit of the Company to oppose such compelled disclosuretransactions contemplated hereby. (b) The Executive agrees Seller and each of the Shareholders hereby covenant and agree with Buyer and Xxxxxx'x that during his employment with for the Company and for a period of one five (15) year thereafter (unless such employment is terminated by period following the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good ReasonClosing, provided that the Company does not contest that such termination was for Good Reason), he shall they will not, directly or indirectly, as a principal, agent, owner, employee, trustee, beneficiary, distributor, partner, co-venturer, officer, director, employee shareholder or in any other capacity whatsoevercapacity: (i) engage, without own, operate, manage, join, finance, control or participate in the prior written consent of the Companyownership, engage inmanagement, operation or control of, or be paid or become interested employed by or acquire any ownership of any kind insecurities of, or otherwise become associated with, with or make loans or advance property provide assistance to any person entity, business, activity or enterprise (other than as a 5% or less shareholder of a publicly held corporation) which is engaged within the state of Wisconsin in the business of selling at retail groceries or about other products typically sold at full line grocery stores; (ii) divert or attempt to engage in, divert any business activity that from Buyer or Xxxxxx'x or their affiliates or engage in any act which causes or is in substantial competition (in excess of 15% of net sales likely to cause any present or future customer or supplier of the Business to discontinue or curtail its business with Buyer or Xxxxxx'x or their affiliates or to do business with another entity, business, activity or enterprise; or (iii) with solicit, cause or seek to cause any employee of the businesses engaged Business to terminate, curtail or otherwise modify his employment relationship with Buyer or Xxxxxx'x or their affiliates for the purpose of entering into an employment or other relationship with Seller or any entity, firm, business activity or enterprise with which Seller is affiliated. (c) Seller and the Shareholders acknowledge and agree that the restrictions set forth in by the Company during the Term this Section 11 are founded on valuable consideration and are reasonable in any duration and geographic area in view of the geographic areas in circumstances under which this Agreement is executed and that such businesses restrictions are then conducted necessary to protect the legitimate interests of Buyer and Xxxxxx'x. In the event that any provision of this Section 11 is determined to be invalid by any court of competent jurisdiction, the Company or provisions of this Section 11 shall be deemed to have been conducted by amended and the Company during parties agree to execute any documents and take whatever action is necessary to evidence such amendment, so as to eliminate or modify any such invalid provision and to carry out the twelve months preceding intent of this Section 11 so as to render the termination terms of the Executive's employment. Nothing this Section 11 enforceable in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporationall respects as so modified.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses business during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c5 (c) without Cause or by the Executive pursuant to Section 5(d5 (d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment; provided, however, this Section 10(b) shall not prevent the Executive, subsequent to his retirement from the Company upon the Executive's 65th birthday or such earlier date as shall have been mutually agreed upon by the Company and the Executive, from being engaged by any person in the luggage industry as a consultant so long as (i) the provisions of Section 10(a) hereof are not breached and (ii) the Company shall have given its prior written consent, such consent not to be unreasonably withheld. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of 10 the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) 10.1. The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly during or indirectly, as a principal, officer, director, employee or in any other capacity whatsoeverafter the Term of this Agreement, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property Company disclose to any entity or person engaged in or about to engage in, any business activity that information which is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted treated as confidential by the Company or have been conducted any of their subsidiaries or affiliates (each, a "Company Entity"), and is not generally known or available in to the public, provided, that the Executive may make disclosures of such confidential information (i) during the Term of this Agreement in the course of and to the extent required by and consistent with the performance of his duties hereunder, and (ii) to the extent required by law or legal process. (a) Except as permitted by the Company with its prior written consent, the Executive shall not, during the twelve months preceding the termination of the Executive's employmentemployment with the Company and for the period ending twenty-four (24) months after the Executive's employment with the Company terminates for any reason, directly or indirectly, own, enter into the employ of or render, any services (whether as a consultant or otherwise) to any person, firm or corporation within the United States or any foreign country in which the Company is doing or is contemplating doing business on the Date of Termination which is a competitor of any Company Entity with respect to products which any Company Entity is then producing or services which any Company Entity is then providing (a "Competitor"), or approach, canvass, solicit, or otherwise endeavor to entice away from the Company, any customer in respect of any service or product in any way competitive with the services or products supplied by any Company Entity to such customer, or solicit the services of, or endeavor to entice away from the Company, any director, executive officer or employee of the Company, without the written consent of the Company; provided, that it shall not be a violation of this provision for the Executive to be employed by, or render services to, a Competitor, if the Executive renders those services only with respect to those lines of business of the Competitor which are not directly competitive with a line of business of any Company Entity or are located in any country in which the Company does not do business and was not contemplating doing business on the Date of Termination. (b) If the Executive's employment is terminated pursuant to paragraph 7.2, and the Executive agrees not to receive the $ 1,100,000.00 severance payment set forth therein, then Executive may solicit employees of the Company. Nothing All other provisions remain in full force and effect. (c) The prohibitions contained in paragraphs 10.2(a) and 10.2(b) shall cease to apply if the Company or Holdings reject, including a court ordered rejection or termination, repudiate or breach this Agreement shall prevent in any way, including the failure to pay in full when due the amounts to which the Executive from making is entitled hereunder and under his individual Change in Control Agreement. 10.3. The Executive acknowledges and agrees that any breach of this Section 10 by the Executive will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or holding adequately compensated by damages in an action at law. For these reasons, the Company shall have the right to obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the Company against or on account of any investment in any amount in securities traded on any national securities exchange or traded in breach by the over the counter market, provided said investments do not exceed one percent (1%) Executive of the issued and outstanding stock provisions of this Section 10 without proof of any one such corporationactual damage caused to the Company.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the such luggage business) with any of the businesses business engaged in by the Company during the Term in any of the geographic areas in which such businesses are business is then conducted by the Company or have has been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly or indirectly, as a principal, officer, director, employee or in any other capacity whatsoever, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any business activity that is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted by the Company or have been conducted by the Company during the twelve months preceding the termination of the Executive's employment. Nothing in this Agreement shall prevent the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do not exceed one percent (1%) of the issued and outstanding out standing stock of any one such corporation.

Confidentiality and Noncompetition. (a) Unless otherwise required Stump acknowledges that the various items comprising Confidential Information are valuable, special, and unique assets of the various Companies, access to and knowledge of which by law or judicial process, Stump have been gained by virtue of his positions and involvement with the Executive shall keep confidential all confidential information known Companies. Stump further acknowledges and represents thxx xx has returned to the Executive concerning Company all originals and copies of all documents, memoranda, notes, records, reports, and other property of the Companies that he possessed or had under his control and that he will not use for his own benefit or gain, and agrees to return to the Company and its businesses during if in his possession or under his control, any Confidential Information of the Companies obtained by him incident to his employment with the Company and for the shorter of three (3) years following the termination any of the Executive's employment with the Company Companies. Stump shall not directly or until such information is publicly disclosed indirectly, intexxxxxally or negligently disclose to or permit to be known by any person or Entity (other than a person or Entity designated in writing by the Company Chief Executive Officer of AWT or otherwise becomes publicly disclosed other than through the Executive's actions; providedGeneral Counsel of AWT) any Confidential Information acquired by him during the course of or in connection with his employment by any of the Companies relating to (i) the Companies, that (ii) the Executive shall provide notice to officers, directors, employees, or agents of the Company Companies, (iii) any client or customer of the Companies, or (iv) any Entity owned or controlled, directly or indirectly, by any of the foregoing, or in advance which any of any disclosure required by law or judicial process in the foregoing has a timely manner to permit the Company to oppose such compelled disclosurebeneficial interest. (b) The Executive agrees that during his employment with During the Company and for a period of running from the Termination Date through December 31, 1997, Stump will not call on or solicit, either dixxxxxy or indirectly, any person or Entity who or which at the Termination Date was, or within one (1) year thereafter prior thereto had been, a client of Professional Services Group, Inc. ("PSG") and/or any of the companies within the Metcalf & Eddy operating group with respect xx xxx material activity, service, or business of the type conducted, performed, or engaged in (or about to be conducted, performed, or engaged in at such Termination Date) by PSG or any of the companies within the Metcalf & Eddy operating group. (x) Durxxx the period running from the Termination Date through December 31, 1997, Stump will not directly or indirectly (i) inxxxx any employees of any of the Companies to engage in any activity in which Stump is prohibited from engaging by this Agxxxxxnt or to terminate their employment with any of the Companies or (ii) employ or offer employment to any person who was employed by any of the Companies unless such employment is terminated person shall have ceased to be employed by the Company pursuant to Section 5(cCompanies for a period of at least twelve (12) months. (d) During the period running from the Termination Date through December 31, 1997, Stump will not, without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that prior written coxxxxx of the Company does not contest that such termination was for Good Reason), he shall notBoard of Directors of AWT, directly or indirectly, own, manage, operate, join, control, finance, or participate in the ownership, management, operation, control, or financing of, or be connected as a principal, an officer, director, employee employee, partner, principal, agent, representative, consultant, or otherwise with, any person or Entity engaged in any other capacity whatsoever, without service or business competitive with the prior written consent of the Company, engage in, services provided (or planned to be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property to any person engaged in or about to engage in, any provided) and business activity that is in substantial competition (in excess of 15% of net sales of the business) with conducted by PSG and/or any of the businesses engaged in by companies within the Company Metcalf & Eddy operating group during the Term in period he was xxployed by any of the geographic Companies, in any geographical areas in which where any of the Companies offer (or planned to offer) such businesses are then conducted by the Company services or have been conducted by the Company conduct such business during the twelve months preceding the termination period he was employed by any of the Executive's employment. Nothing in Companies; provided, however, that this Agreement provision shall prevent not be construed to prohibit the Executive from making or holding any investment in any amount in securities traded on any national securities exchange or traded in the over the counter market, provided said investments do ownership by Stump of not exceed more than one percent (1%) of the issued and outstanding xxpital stock of any corporation which is engaged in the foregoing business having a class of securities registered pursuant to the Securities Exchange Act of 1934; provided further, that this provision is limited to persons or Entities (including governmental bodies, such as municipalities, and investor-owned utilities) providing to other persons (including residents of governmental bodies) or Entities one or more of the services and businesses provided by PSG or any of the companies within the Metcalf & Eddy operating group. (x) It is expressly understood and agreed that although Stump and the Company consider the restrictxxxx contained in this Agreement, including this Paragraph 5, to be reasonable, if a final judicial determination is made by a court of competent jurisdiction that the time or territory or any other restriction contained in this Agreement is an unenforceable restriction against Stump, the provisions of this Agreement shalx xxx be rendered void but shall be deemed amended to apply as to such corporationmaximum time and territory and to such other maximum extent as such court may judicially determine or indicate to be enforceable. Alternatively, if any court of competent jurisdiction finds that any restriction contained in this Agreement is unenforceable, and such restriction cannot be amended so as to make it enforceable, such finding shall not affect the enforceability of any of the other restrictions contained in this Agreement. (f) Stump acknowledges that the restrictions contained in this Agreement, including this Paragraph 5, are reasonable and necessary to protect the legitimate interests of the Companies, that the Company would not have entered into this Agreement (or the Employment Agreement) in the absence of such restrictions, that the Companies' remedies at law for a breach or threatened breach of any of the provisions of this Paragraph 5 would be inadequate, and that any violation or threatened violation of any of the provisions of this Paragraph 5 will result in irreparable injury to the Companies. Stump agrees that in the event of any breach or xhreatened breach of any provision of this Paragraph 5, an action may be commenced by one or more of the Companies for any such temporary restraining order, preliminary and permanent injunctive relief, specific performance, and/or any other legal or equitable relief in any state or federal court of competent jurisdiction in Texas, New Jersey, or in the state in which the breach or threatened breach arises. Stump hereby agrees that effective service of process may be made upon him by mail at his present residence address, heretofore furnished by Stump to the Company, or any substituted addxxxx furnished to the Company by Stump. In any action for injunctive relief, Xxxxp shall not be entitled to interpose a dxxxxxe that the Companies have an adequate remedy in a court of law. Stump agrees that the Companies may recover xx xxpropriate action the amount of the actual damages caused the Companies by any failure, refusal, or neglect of Stump to perform his agreements, representatxxxx, and warranties contained in this Agreement. The remedies provided in this Agreement shall be deemed cumulative and the exercise of one shall not preclude the exercise of any other remedy at law or in equity for the same event or any other event. Stump further agrees that the Companies shalx xx entitled to reimbursement for expenses incurred by it in enforcing its rights hereunder, including, without limitation, reasonable attorneys' fees and expenses.

Confidentiality and Noncompetition. (a) Unless otherwise required by law or judicial process, the Executive shall keep confidential all confidential information known to the Executive concerning the Company and its businesses during his employment with the Company and for the shorter of three (3) years following the termination of the Executive's employment with the Company or until such information is publicly disclosed by the Company or otherwise becomes publicly disclosed other than through the Executive's actions; provided, that the Executive shall provide notice to the Company in advance of any disclosure required by law or judicial process in a timely manner to permit the Company to oppose such compelled disclosure. (b) 10.1 The Executive agrees that during his employment with the Company and for a period of one (1) year thereafter (unless such employment is terminated by the Company pursuant to Section 5(c) without Cause or by the Executive pursuant to Section 5(d) with Good Reason, provided that the Company does not contest that such termination was for Good Reason), he shall not, directly during or indirectly, as a principal, officer, director, employee or in any other capacity whatsoeverafter the Term of this Agreement, without the prior written consent of the Company, engage in, or be or become interested or acquire any ownership of any kind in, or become associated with, or make loans or advance property Company disclose to any entity or person engaged in or about to engage in, any business activity that information which is in substantial competition (in excess of 15% of net sales of the business) with any of the businesses engaged in by the Company during the Term in any of the geographic areas in which such businesses are then conducted treated as confidential by the Company or have been conducted any of their subsidiaries or affiliates (each, a "Company Entity"), and is not generally known or available in to the public, provided, that the Executive may make disclosures of such confidential information (i) during the Initial Period of this Agreement in the course of and to the extent required by and consistent with the performance of his duties hereunder, and (ii) to the extent required by law or legal process. 10.2 Except as permitted by the Company with its prior written consent, the Executive shall not, during the twelve months preceding period ending January 31, 2003, directly or indirectly, own, enter into the termination employ of or render any services (whether as a consultant or otherwise) to any person, firm or corporation within the United States or any foreign country in which the Company is doing or is at the time contemplating doing business which is a substantial and direct competitor of any Company Entity with respect to products which any Company Entity is then producing or services which any Company Entity is then providing (a "Competitor"), or approach, canvass, solicit, or otherwise endeavor to entice away from the Company, any customer in respect of any service or product in any way competitive with the services or products supplied by any Company Entity to such customer, or solicit the services of, or endeavor to entice away from the Company, any director, executive officer or employee of the Executive's employment. Nothing in Company; provided, that it shall not be a violation of this Agreement shall prevent provision for the Executive from making to be employed by, or holding render services to, a Competitor, if the Executive renders those services only with respect to those lines of business of the Competitor which are not directly competitive with a line of business of any investment Company Entity or are located in any country in which the Company does not do business and is not contemplating doing business. 10.3 The Executive acknowledges and agrees that any breach of this Section 10 by the Executive will result in immediate and irreparable harm to the Company, the amount of which will be extremely difficult to ascertain, and that the Company could not be reasonably or adequately compensated by damages in securities traded an action at law. For these reasons, the Company shall have the right to obtain such preliminary, temporary or permanent mandatory or restraining injunctions, orders or decrees as may be necessary to protect the Company against or on account of any national securities exchange or traded in breach by the over the counter market, provided said investments do not exceed one percent (1%) Executive of the issued and outstanding stock provisions of this Section 10 without proof of any one such corporationactual damage caused to the Company.