EXHIBIT 10.42
EXHIBIT
(Non-Compete)
Optionee
agrees that for the period beginning on the Date of Grant and
ending one (1) year after Optionee’s termination of
employment, Optionee will not, as an individual or as a partner,
employee, agent, advisor, consultant or in any other capacity of or
to any person, firm, corporation or other entity, directly or
indirectly, other than as a 2% or less shareholder of a publicly
traded corporation, do any of the following:
a. Carry on any business or
become involved in any business activity, which is
(i) competitive with the business of the Company (or a
subsidiary or joint venture of the Company), as presently conducted
and as said business may evolve in the ordinary course, and
(ii) a business or business activity in which Optionee was
engaged in the course of Optionee’s employment with the
Company (or a subsidiary or joint venture of the Company);
b. Recruit, solicit or hire, or
assist anyone else in recruiting, soliciting or hiring, any
employee of the Company (or any subsidiary or joint venture of the
Company), for employment with any competitor of the Company (or of
any subsidiary or joint venture of the Company);
c. Induce or attempt to induce,
or assist anyone else to induce or attempt to induce, any customer
of the Company (or any subsidiary or joint venture of the Company),
with whom Optionee or anyone under Optionee’s supervision has
dealt, or about whom Optionee has been provided any confidential
information, to discontinue, divert, reduce or not renew its
business with the Company (or with any subsidiary or joint venture
of the Company), or disclose to anyone else any confidential
information relating to the identities, preferences, and/or
requirements of any such customer; or
d. Engage in any other conduct
inimical, contrary or harmful to the interests of the Company (or
any subsidiary or joint venture of the Company), including, but not
limited to, conduct related to Optionee’s employment, or
violation of any Company policy.
Remedies .
a. In the event of a breach or
threatened breach of this Exhibit, the Company shall be entitled,
in addition to any other legal or equitable remedies it may have,
to temporary, preliminary and permanent injunctive relief
restraining such breach or threatened breach. Optionee hereby
expressly acknowledges that the harm which might result as a result
of any noncompliance by Optionee would
