Non-Competition The Employee shall not, at any time during the Employment Term and for a period (the "Restricted Period") of three (3) years thereafter, directly or indirectly, except where specifically contemplated by the terms of his employment or this Agreement, (a) be employed by, engage in or participate in the ownership, management, operation or control of, or act in any advisory or other capacity for, any Competing Entity which conducts its business within the Territory; provided, however, that notwithstanding the foregoing, the Employee may make solely passive investments in any Competing Entity the common stock of which is publicly held and of which the Employee shall not own or control, directly or indirectly, in the aggregate securities which constitute 5% or more of the voting rights or equity ownership of such Competing Entity; or (b) solicit or divert any business or any customer from the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so or attempting to do so; or (c) cause or seek to cause any person, firm or corporation to refrain from dealing or doing business with the Subsidiary or any Affiliate of the Subsidiary or assist any person, firm or corporation in doing so. The Employee agrees that, notwithstanding any other provision of this Agreement to the contrary, if he breaches any of his covenants contained in this Section 13, then, in addition to any other remedy which may be available at law or in equity, the Company and the Subsidiary shall be entitled to (1) cease or withhold payment or provision of any severance compensation and benefits to which the Employee is otherwise entitled pursuant to Section 10(a), and (2) receive reimbursement from the Employee of any lump-sum payments previously made to the Employee of any severance compensation payable under Section 10(a) and any Closing Bonus theretofore paid to the Employee, and the Employee shall forfeit his right to receive any such severance compensation and Closing Bonus; provided, however, that any obligation of the Employee to reimburse the Company or the Subsidiary for any lump-sum payments and Closing Bonus pursuant to clause (2) of this sentence shall lapse on a pro rata basis as follows: the portion of such lump-sum payments and Closing Bonus that may be required to be so reimbursed by the Employee shall be the total of all such lump-sum payments and Closing Bonus multiplied by a fraction, the numerator of which shall be the number of days remaining in the Restricted Period following the date on which the Employee first engages in such breach of his covenants contained in this Section 13 and the denominator of which shall be the total number of days comprising the Restricted Period.