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NON-COMPETITION, NON -SOLICITATION, AND
CONFIDENTIALITY AGREEMENT
THIS
NON-COMPETITION, NON-SOLICITATION, AND CONFIDENTIALITY AGREEMENT
(the " Agreement "), is made on this 27 th day of
March, 2006, by and between Pepco Holdings, Inc., with its
principal place of business at 701 Ninth Street, N. W. Washington,
D. C. 20068, including, unless the context clearly otherwise
requires, its subsidiaries and affiliates (together, "PHI"), and
Eddie R. Mayberry (the "Executive").
WHEREAS,
the Executive is employed by PHI as Senior Vice President
, PHI and President, Pepco Energy Services and in such
capacity, had, has, and will continue to have access to PHI's
employees, customers, vendors, trade secrets, and proprietary
information; and
WHEREAS,
by virtue of the years of valuable service the Executive has
provided to PHI in a position in which the Executive has made
significant policy decisions and contributed to the establishment
of the strategic direction and compensation policies of PHI, the
Executive possesses significant knowledge of and experience in
connection with the business of PHI, including specifics regarding
the compensation and benefits of its key executives that would
place him in a position to recruit such executives if he were to
engage in a competing or similar business; and
WHEREAS,
PHI is prepared to make a substantial cash payment to the Executive
upon his retirement, as set forth in Section 2 below, provided that
the Executive makes certain assurances that he will not be in a
position that is potentially adverse to, or that otherwise would
harm, the business interests of PHI; and
WHEREAS,
the Executive desires to enter into this Agreement in exchange for
such cash payment;
NOW
THEREFORE, in consideration of these premises and intending to be
legally bound hereby, PHI and the Executive hereby agree as
follows:
SECTION 1. Definitions . Capitalized
terms used herein will have the meanings set forth in the preamble
of this Agreement, or as set forth below:
1.1. "
Competing Business " means (a) any electric or gas energy
supplier or distributor located in or servicing the area east of
the Mississippi River within the United States of America and (b)
any other corporation, or unincorporated entity, in the area east
of the Mississippi or any other place where PHI has conducted
business during the tenure of Executive's employment with PHI
(except with respect to lines of business in which the Company no
longer engages).
1.2. "
Proprietary Information " means confidential, proprietary,
business and technical information or trade secrets of PHI. Such
Proprietary Information shall include, but shall not be limited to,
the following items and information relating to the following
items: (a) computer codes or instructions (including source and
object code listings, program logic algorithms, subroutines,
modules or other subparts of computer programs and related
