Common use of Post-Employment Activities Clause in Contracts

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar business. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Information Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

Post-Employment Activities. 7.1 For a period of one three (13) year years (or for a lesser period should the Company so determine) after the termination or expiration, for any reason, expiration of your employment with the Company hereunder, hereunder (for any reason other than termination by you for Good Reason) absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such two years to, any person or entity whether now existing or hereafter established which directly geographically competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business currently engaged in by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business currently engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expirationtermination, for any reason, of your his employment with the Company hereunder, absent the Board of Directors' prior written approval, you the Executive will not directly or indirectly engage in activities similar to those described in Section 4.25.2, nor render services similar or reasonably related to those which you he shall have rendered hereunder to, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same drug filtration and delivery systems business, or similar businessany line of business engaged in or under demonstrable development by the Company. Nor shall you he entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by youhim, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your his employment, or, if later, as at the date of termination of any post-employment consultation., 7.2 For a period of one (1) year after the termination of your his employment with the Company, the provisions of Section 4.2 5.2 shall be applicable to you the Executive and you he shall comply therewith. 7.3 For a period of three (3) months after termination, for any reason, of his employment with the Company hereunder, the Executive shall be entitled to the use of his then current executive office space, with the continuation of his then current secretarial and administrative assistance. 7.4 No provision of this Agreement shall be construed to preclude you the Executive from performing the same services which the Company hereby retains you him to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your his employment (or any post-employment consultation) so long as you do he does not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expirationexpiration of your employment, for any reason, of your cause or if you terminated the employment with the Company hereunderhereunder (the "Non-Competition Period"), absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar business. Nor shall you (i) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7, or (ii) directly or indirectly solicit or accept business or orders from customers of the Company (including end users whom the Company's products or services are sold through distributors, licensees and the like) for any business which is similar to or competitive with the business of the Company as then being conducted. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after During the termination of your employment with the CompanyNon-Competition Period, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 Until the conclusion of the Non-Competition Period, you shall give notice to Company of each new business activity you plan to undertake, at least fourteen (14) days prior to beginning any such activity. Such notice shall state the name and address of the person for whom such activity is undertaken and the nature of your business relationship(s) and position(s) with such persons. You shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine your continued compliance with your obligations hereunder. 7.4 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement. 7.5 You and the Company are of the belief that the period of time, the area specified and the nature and scope of the restrictions in Section 7.1 are reasonable in view of the nature of the business in which the Company is engaged and proposes to engage, the state of its business development and your knowledge of this business. However, if such period, such area or the nature and scope of the restrictions should be adjudged unreasonable in any judicial proceeding, then the period of time shall be reduced by such number of months, such area shall be reduced by elimination of such portion of such area, or such nature and scope of the restrictions shall be modified, as are deemed unreasonable, so that this covenant may be enforced in such area and during such period of time as is adjudged to be reasonable. 7.6 You agree and covenant that you will not, unless acting with the Company's express written consent, directly or indirectly, during the Non-Competition Period, solicit, entice away or interfere with the Company's contractual relationships with any customer, client, officer or employee of the Company. 7.7 You recognize and agree that the injury that the Company will suffer in the event of your breach of any covenant or agreement contained in this Section 7 cannot be compensated by monetary damages alone, and you therefore agree that the Company, in addition to and without limiting any other remedies or rights that it may have, either under this Agreement or otherwise, shall have the right to obtain an injunction against you, enjoining any such breach, and that you shall reimburse the Company for its costs and attorneys' fees of such action.

Post-Employment Activities. 7.1 For a period of one two (12) year years after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such two years to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one two (12) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such two (2) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consultation with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar drug filtration and delivery systems business. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation., 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one two (12) year years (or for a lesser period should the Company so determine) after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such two years to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 77 or to work with you in any other organization. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one two (12) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such two (2) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consultation with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For You shall not, for a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder(for whatever reason), absent without the Board of Directors' prior written approvalconsent of the Company, you will not directly or indirectly engage in activities similar do any business with or have any dealings whatsoever with any person, firm or company who was a client, customer, supplier, agent or distributor of the Company during the period of one (1) year prior to those described in Section 4.2the end of your employment with the Company and with whom you have contact during the period of one (1) year prior to the end of your employment with the Company, nor shall you render services similar or reasonably related to those which you shall have rendered hereunder toduring such one (1) year period, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company (a "Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement which you have executed or this Section 7. As used in this AgreementSection 7.1, the term phrase "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at employment with the date of termination of any post-employment consultationCompany. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 hereof shall be applicable to you and you shall comply therewith. As applied to such one (1) year post-employment period, the term "any other line of business engaged in or under demonstrable development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultationconsulting arrangement) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement. 7.4 After your employment with the Company ends, you are required to notify the Company promptly in writing if you receive any offer of employment that you wish to accept, if the employment might commence during the period of restriction described in Section 7.1 above. This notice should contain: (a) a complete description of the terms of the offer, including the position and the compensation provided and the responsibilities contemplated thereunder, and (b) confirmation of your intention to accept the offer if the Company so permits. After you have so notified the Company, the Company shall have fifteen (15) days to notify you of its election: 7.4.1. To release you from Section 7.1 hereof, but only as it applies to the employment position offered to you, as disclosed in your notice to the Company; or 7.4.2. To insist upon full compliance with Section 7.1; provided, however, that if you have reported to the Company an offer of employment that would commence more than six months after the termination of your employment but within the period of restriction described in Section 7.1, and the Company elects to insist upon full compliance with Section 7.1 for that period, the Company shall provide you with the following "Special Benefit" over such period: the Base Salary provided under this Contract for the period between the date upon which you would have commenced such employment and the end of the period described in Section 7.1. 7.1 with respect to any subsequent offers of employment, including transfers, reassignments or a change in duties or responsibilities by the same or different employers.

Post-Employment Activities. 7.1 For 8.1 In the event and for so long as you are retained as a period of one (1) year after consultant by the Company pursuant to Section 7 following the termination or expiration, for any reason, expiration of your employment with the Company hereunder, absent the Company's prior written approval upon instructions of its Board of Directors' prior written approval, you will not not, directly or indirectly engage in activities (similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two year immediately preceding the termination or expiration of your employment with the Company) for, nor render services (similar or reasonably reasonable related to those which you shall have rendered hereunder during such two years) to, any person firm or entity business organization whether now existing or hereafter established established, which directly competes manufactures, markets, sells, distributes or provides products or services which compete with (or proposes or plans to directly compete with) those of the Company ("Direct Competitor") in on the same or similar business. Nor date of termination of your employment, nor shall you enticeengage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, induce for or encourage on behalf of any of the Company's other employees such firm or business organization, or employ any person to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information Agreement or this Section 7. As used 8 hereof. 8.2 The Company upon instruction of its Board of Directors may give you written approval to engage personally in this Agreementany activity or render services referred to in Section 8.1 if it secures written assurances (satisfactory to the Company in its sole discretion) from you and from the prospective employer that the integrity of the Proprietary Information Agreement will not in any way be jeopardized by such activities, provided the term "any line burden of business engaged in or under demonstrable development so establishing the foregoing to the satisfaction of the Company shall be upon you and your prospective employer(s). 8.3 In the event and for so long as you are retained as a consultant by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after Company pursuant to Section 7 following the termination or expiration of your employment with the Company, the provisions of Section 4.2 4.3 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

Post-Employment Activities. 7.1 For a period of one six (16) year months after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar business. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Information Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one six (16) year months after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunderof this Agreement, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar women's athletic footwear in the sporting goods category except that you may be employed by an athletic shoe manufacturer, so long as you are not directly responsible for the women's athletic footwear line of business. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one two (12) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder toduring such two years, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultationconsulting arrangement. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewiththere with. As applied to such one (1) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consulting arrangement with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultationconsulting arrangement) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the one year immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such year to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-post- employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For 8.1. In the event and for so long as you are retained as a period of one (1) year after consultant by the Company pursuant to Section 7 following the termination or expiration, for any reason, expiration of your employment with the Company hereunder, absent the Company's prior written approval upon instructions of its Board of Directors' prior written approval, you will not directly or indirectly engage in activities (similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding the termination or expiration of your employment with the Company) for, nor render services (similar or reasonably related to those which you shall have rendered hereunder during such two years) to, any person firm or entity business organization whether now existing or hereafter established established, which directly competes manufactures, markets, sells, distributes or provides products or services which compete with (or proposes or plans to directly compete with) those of the Company ("Direct Competitor") in or any of its subsidiaries on the same or similar business. Nor date of termination of your employment, nor shall you enticeengage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, induce for or encourage on behalf of any of the Company's other employees such firm or business organization, or employ any person to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information Agreement or this Section 78 hereof. 8.2. As used The Company upon instruction of its Board of Directors may give you written approval to engage personally in this Agreementany activity or render services referred to in Section 8.1 if it secures written assurances (satisfactory to the Company in its sole discretion) from you and from the prospective employer that the integrity of the Proprietary Information Agreement will not in any way be jeopardized by such activities, provided the term "any line burden of business engaged in or under demonstrable development so establishing the foregoing to the satisfaction of the Company shall be upon you and your prospective employer(s). 8.3. In the event and for so long as you are retained as a consultant by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after Company pursuant to Section 7 following the termination or expiration of your employment with the Company, the provisions of Section 4.2 4.3 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

Post-Employment Activities. 7.1 For 8.1 As a result of your executive position with the Company, you will have access to valuable and significant confidential and proprietary information of the Company. You hereby acknowledge and understand that the restrictions set forth herein are fair and reasonable give, among other things, the worldwide market for the Company's products and technology. Based on the foregoing, and in consideration thereof and of the payments to be made to you by the Company pursuant to this Agreement, for a period of one (1) year 24 months after the termination or expiration, for any reason, of your employment with the Company hereunderCompany, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly indirectly: (a) engage in activities similar to those described in Section 4.2for, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person firm or entity business organization which directly competes with the Company in any line of business engaged in (or planned to be engaged in) by the Company, whether now existing or hereafter established which directly competes with nor shall you engage in such activities nor render such services to any other person or entity engaged or about to become engaged in such activities to, for, or on behalf of, any such firm or business organization; (or proposes or plans to directly compete withb) solicit employees of the Company to leave its employ; ("Direct Competitor"c) in offer or cause to be offered employment to any person who is employed by the same or similar business. Nor shall you Company at any time during the six months prior to the termination of your employment with the Company; (d) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Information Agreement or this Section 7. As used in this Agreement8; or (e) otherwise attempt to interfere with or disrupt the business or activities of the Company. 8.2 Upon your written request to the Company specifying the activities proposed to be conducted by you, the term "Company may in its discretion give you written approval(s) to personally engage in any line activity or render services referred to in Section 8.l upon receipt of business engaged in or under demonstrable development by written assurances (satisfactory to the Company" shall be applied as at Company and its counsel) from you and from your prospective employer(s) that the date integrity of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall 7 and Section 8.l will not in any way be applicable jeopardized or violated by such activities, provided the burden of so establishing the foregoing to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor satisfaction of the Company and said counsel shall be upon the expiration or termination of you and your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreementprospective employer(s).

Post-Employment Activities. 7.1 For a period of one two (12) year years after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder during such time to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company, or in other areas where the Company carries on a substantial amount of business ("Direct Competitor") in the same or similar business). Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the The provisions of this Section 4.2 7 shall be applicable to you and you shall comply therewith. 7.3 of no force or effect if the Agreement is terminated as set forth in Section 2.2(c) hereof. No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For So long as the Company is not in breach of its obligations to you hereunder, for a period of one two (12) year years after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such two years to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For So long as the Company is not in breach of its obligations to you hereunder, for a period of one two (12) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such two (2) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consultation with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For So long as the Company is not in breach of its obligations to you hereunder, for a period of one two (12) year years after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such two years to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to leave the Company's employ or engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For So long as the Company is not in breach of its obligations to you hereunder, for a period of one two (12) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such two (2) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consultation with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one six (16) year months after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the one year immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such year to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-post- employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 3 4 7.1 For So long as the Company is not in breach of its obligations to you hereunder, for a period commencing on the date hereof and ending two years following the later of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunderfor whatever reason, and (2) the conclusion of the period, if any, during which the Company is making payments to you pursuant to Section 2.2 (the "Restricted Period"), absent the Board of Directors' Company's prior written approval, you will not not, on behalf of yourself, or on behalf of any other person, company, corporation, partnership or other entity of enterprise, directly or indirectly indirectly, as an employee, proprietor, stockholder, partner, consultant, or otherwise, engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder toduring such two years, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you you, during the Restricted Period, entice, induce or encourage any of the Company's other employees to leave the Company's employ or engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, or if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunderCompany, absent the Board of Directors' Company’s prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder to, during such two years to or for any person or entity whether now existing or hereafter established established, which directly competes with (or proposes or plans to directly compete with) the Company and/or any of its subsidiaries ("‘Direct Competitor"’) in any line of business engaged in or under development by the same or similar business. Nor Company and/or any of its subsidiaries, nor shall you entice, induce or encourage any of the Company's ’s other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Company’s Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the No provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company and/or any of its subsidiaries upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Company’s Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For 6.1 You shall not for a period of two (2) years after termination of your employment hereunder (howsoever occasioned), without the prior written consent of the Company, directly or indirectly do any business with or have any dealings with any person, firm or company who was a client, customer, supplier, agent or distributor of the Company or any of its subsidiaries during the period of one (1) year prior to the end of your employment hereunder and with whom you have contact during the period of one (1) year prior to the end of your employment. In addition, you shall not for a period of two (2) years after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor (howsoever occasioned) render services similar or reasonably related to those which you shall have rendered hereunder toduring the one (1) year period prior to the end of your employment, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company or any of its subsidiaries ("Direct Competitor") in any line of business engaged in or under development by the same Company or similar businessany of its subsidiaries. Nor shall you entice, induce or encourage any of the Company's other employees of the Company or any of its subsidiaries to engage in any activity which, were it done by you, would violate any provision of the Confidential Information Assignment of Inventions and Confidentiality Agreement which you have executed or this Section 76. As used in this AgreementSection 6.1, the term The phrase "any line of business engaged in or under demonstrable development by the CompanyCompany or any of its subsidiaries" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 6.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such one (1) year post-employment period, the phrase "any other line of business engaged in or under development by the Company or any of its subsidiaries," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company. 7.3 6.3 No provision of this Agreement shall be construed to preclude you from performing the same services service which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company or any of its subsidiaries upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Agreement.Assignment of Inventions and

Post-Employment Activities. 7.1 For a period of one (1) year six months after your termination with cause or the termination or expiration, for any reason, expiration of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the six months immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder to, during such six months to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultationconsulting arrangement. 7.2 For a period of one (1) year six months after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such one (1) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consulting arrangement with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultationconsulting arrangement) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 6.1 For a period of one (1) year after the termination or expirationexpiration of your employment, for any reason, of your Cause or if you terminated the employment with the Company hereunderhereunder (the "Non-Competition Period"), absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar business. Nor shall you (i) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 76, or (ii) directly or indirectly solicit or accept business or orders from customers of the Company (including end users whom the Company's products or services are sold through distributors, licensees and the like) for any business which is similar to or competitive with the business of the Company as then being conducted. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after 6.2 During the termination of your employment with the CompanyNon-Competition Period, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 6.3 Until the conclusion of the Non-Competition Period, you shall give notice to Company of each new business activity you plan to undertake, at least fourteen (14) days prior to beginning any such activity. Such notice shall state the name and address of the person for whom such activity is undertaken and the nature of your business relationship(s) and position(s) with such persons. You shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine your continued compliance with your obligations hereunder. 6.4 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement. 6.5 You and the Company are of the belief that the period of time, the area specified and the nature and scope of the restrictions in Section 6.1 are reasonable in view of the nature of the business in which the Company is engaged and proposes to engage, the state of its business development and your knowledge of this business. However, if such period, such area or the nature and scope of the restrictions should be adjudged unreasonable in any judicial proceeding, then the period of time shall be reduced by such number of months, such area shall be reduced by elimination of such portion of such area, or such nature and scope of the restrictions shall be modified, as are deemed unreasonable, so that this covenant may be enforced in such area and during such period of time as is adjudged to be reasonable. 6.6 You agree and covenant that you will not, unless acting with the Company's express written consent, directly or indirectly, during the Non-Competition Period, solicit, entice away or interfere with the Company's contractual relationships with any customer, client, officer or employee of the Company. 6.7 You recognize and agree that the injury that the Company will suffer in the event of your breach of any covenant or agreement contained in this Section 6 cannot be compensated by monetary damages alone, and you therefore agree that the Company, in addition to and without limiting any other remedies or rights that it may have, either under this Agreement or otherwise, shall have the right to obtain an injunction against you, enjoining any such breach, and that you shall reimburse the Company for its costs and attorneys' fees of such action.

Post-Employment Activities. 7.1 For a period of one three (13) year years after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly or indirectly competes with (or proposes or plans to directly compete with) the Company or its subsidiaries ("Direct Competitor") in the same or similar business). Nor shall you entice, induce or encourage any of the Company's or its subsidiaries other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and nor shall you entice, induce or encourage any of the Company's or its subsidiaries other employees to engage in any activity which, were it done by you, would violate any provision of the Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one three (13) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement. Additionally, no provision of this agreement shall be construed to preclude you from practicing in a professional capacity, as a Chartered Public Accountant, providing services to members of the public generally. 7.4 You acknowledge that this employment agreement is being entered into in connection with the purchase by the Company of stock owned directly or indirectly by you and that such restrictions contained in Sections four and seven of this Agreement are fair and reasonable under the circumstances and necessary to protect the legitimate business interests of the Company.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder toduring such two years, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultationconsulting arrangement. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultationconsulting arrangement) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one two (12) year years after your termination with cause or the termination or expiration, for any reason, expiration of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two (2) years immediately preceding termination or expiration, nor render services similar or reasonably related to those which you shall have rendered hereunder to, during such two (2) years to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultationconsulting arrangement. 7.2 For a period of one two (12) year years after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such two (2) year post-employment period, the term "any other line of business engaged in or under development by the Company," as used in Section 4.2, shall be applied as at the date of termination of your employment with the Company or, if later, as at the date of termination of any post-employment consulting arrangement with the Company. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultationconsulting arrangement) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one six (16) year months after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the one year immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such year to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business engaged in or under development by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-post- employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expirationexpiration of your employment, for any reason, of your cause or if you terminated the employment with the Company hereunderhereunder (the "Non-Competition Period"), absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same or similar business. Nor shall you (i) entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7, or (ii) directly or indirectly solicit or accept business or orders from customers of the Company (including end users whom the Company's products or services are sold through distributors, licensees and the like) for any business which is similar to or competitive with the business of the Company as then being conducted. As used in this Agreement, the term "any line of business engaged in or under 313 demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after During the termination of your employment with the CompanyNon-Competition Period, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 Until the conclusion of the Non-Competition Period, you shall give notice to Company of each new business activity you plan to undertake, at least fourteen (14) days prior to beginning any such activity. Such notice shall state the name and address of the person for whom such activity is undertaken and the nature of your business relationship(s) and position(s) with such persons. You shall provide the Company with such other pertinent information concerning such business activity as the Company may reasonably request in order to determine your continued compliance with your obligations hereunder. 7.4 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement. 7.5 You and the Company are of the belief that the period of time, the area specified and the nature and scope of the restrictions in Section 7.1 are reasonable in view of the nature of the business in which the Company is engaged and proposes to engage, the state of its business development and your knowledge of this business. However, if such period, such area or the nature and scope of the restrictions should be adjudged unreasonable in any judicial proceeding, then the period of time shall be reduced by such number of months, such area shall be reduced by elimination of such portion of such area, or such nature and scope of the restrictions shall be modified, as are deemed unreasonable, so that this covenant may be enforced in such area and during such period of time as is adjudged to be reasonable. 7.6 You agree and covenant that you will not, unless acting with the Company's express written consent, directly or indirectly, during the Non-Competition Period, solicit, entice away or interfere with the Company's contractual relationships with any customer, client, officer or employee of the Company. 7.7 You recognize and agree that the injury that the Company will suffer in the event of your breach of any covenant or agreement contained in this Section 7 cannot be compensated by monetary damages alone, and you therefore agree that the Company, in addition to and without limiting any other remedies or rights that it may have, either under this Agreement or otherwise, shall have the right to obtain an injunction against you, enjoining any such breach, and that you shall reimburse the Company for its costs and attorneys' fees of such action.

Post-Employment Activities. 7.1 For a period of one six (16) year months after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly or indirectly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same sale of athletic footwear, rugged outdoor footwear, sportswear, licensed products, and related products and services, whether with respect to merchandise manufactured by the Company for resale or similar businesspurchased by the Company as "closeout" merchandise for resale. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information Agreement and nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Proprietary Information Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one six (16) year months after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year after the termination or expiration, for any reason, of your employment with the Company hereunder, absent the Board of Directors' prior written approval, you will not directly or indirectly engage in activities similar to those described in Section 4.2, nor render services similar or reasonably related to those which you shall have rendered hereunder to, any person or entity whether now existing or hereafter established which directly or indirectly competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in the same sale of athletic footwear, rugged outdoor footwear, sportswear, licensed products, and related products and services, whether with respect to merchandise manufactured by the Company for resale or similar businesspurchased by the Company as "closeout" merchandise for resale. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Proprietary Information and Inventions Agreement or this Section 7. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For a period of one (1) year (or for a lesser period should the Company so determine) after the termination or expiration, for any reason, expiration of your employment with the Company hereunder, hereunder (for any reason other than termination by you for Good Reason) absent the Board of Directors' Company's prior written approval, you will not directly or indirectly engage in activities similar or reasonably related to those described in Section 4.2which you shall have engaged hereunder during the two years immediately preceding termination or expiration for, nor render services similar or reasonably related to those which you shall have rendered hereunder during such two years to, any person or entity whether now existing or hereafter established which directly geographically competes with (or proposes or plans to directly compete with) the Company ("Direct Competitor") in any line of business currently engaged in by the same or similar businessCompany. Nor shall you entice, induce or encourage any of the Company's other employees to engage in any activity which, were it done by you, would violate any provision of the Confidential Proprietary Information and Inventions Agreement or this Section 7. As used in this AgreementSection 7.1, the term "any line of business currently engaged in or under demonstrable development by the Company" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. 7.3 No provision of this Agreement shall be construed to preclude you from performing the same services which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Proprietary Information and Inventions Agreement.

Post-Employment Activities. 7.1 For 6.1 You shall not for a period of two (2) years after termination of your employment hereunder (howsoever occasioned), without the prior written consent of the Company, directly or indirectly do any business with or have any dealings with any person, firm or company who was a client, customer, supplier, agent or distributor of the Company or any of its subsidiaries during the period of one (1) year after prior to the termination or expiration, for any reason, end of your employment hereunder and with whom you have contact during the Company hereunder, absent period of one (1) year prior to the Board end of Directors' prior written approvalyour employment. In addition, you will shall not directly or indirectly engage in activities similar to those described in Section 4.2, nor for a period of two (2) years after termination of your employment of your employment (howsoever occasioned) render services similar or reasonably related to those which you shall have rendered hereunder toduring the one (1) year period prior to the end of your employment, to any person or entity whether now existing or hereafter established which directly competes with (or proposes or plans to directly compete with) the Company or any of its subsidiaries ("Direct Competitor") in any line of business engaged in or under development by the same Company or similar businessany of its subsidiaries. Nor shall you entice, induce or encourage any of the Company's other employees of the Company or any of its subsidiaries to engage in any activity which, were it done by you, would violate any provision of the Confidential Information Assignment of Inventions and Confidentiality Agreement which you have executed or this Section 76. As used in this Agreement, the term "any line of business engaged in or under demonstrable development by the CompanyCompany or any of its subsidiaries" shall be applied as at the date of termination of your employment, or, if later, as at the date of termination of any post-employment consultation. 7.2 6.2 For a period of one (1) year after the termination of your employment with the Company, the provisions of Section 4.2 shall be applicable to you and you shall comply therewith. As applied to such one (1) year post-employment period, the phrase "any other line of business engaged in or under development by the Company or any of its subsidiaries," as used in Section 4.2, shall be applies as at the date of termination of your employment with the Company. 7.3 6.3 No provision of this Agreement shall be construed to preclude you from performing the same services service which the Company hereby retains you to perform for any person or entity which is not a Direct Competitor of the Company or any of its subsidiaries upon the expiration or termination of your employment (or any post-employment consultation) so long as you do not thereby violate any term of this Agreement or the Confidential Information Assignment of Inventions and Confidentiality Agreement. 6.4 You agree that for a period of one (1) year following the termination, for any reason, of your employment with the Company, you shall not entice or encourage any then-current employee of the Company or any of its subsidiaries to leave his or her employment, nor shall you assist, directly or indirectly, any company, entity, recruitment firm, employment agency, or other organization in the hiring or recruitment of any then-current employee of the Company or any of its subsidiaries for another position in the field of business in which the Company or any of its subsidiaries is engaged without the prior knowledge and written consent of the Company's officers and Board of Directors. You agree that, in the event of a breach by you of this Section 6.4, you shall pay all damages to the Company or any of its subsidiaries resulting therefrom, including, but not limited to, the full amount of the fee paid to the executive recruitment firm. If any, employed by the Company or any of its subsidiaries in connection with the recruitment and hiring of the employee(s) lost as a result of your breach of this Section 6.4.