(a)

Serving as a member of any organization involving no conflict of interest with Employer, provided that Employee must obtain the written consent of Employer;

(b)

Serving as a consultant in his area of expertise to government, commercial and academic panels where it does not conflict with the interests of Employer; and

(c)

Managing his personal investments or engaging in any other non-competing business.

 

 

 

 

(a)	Employee shall not engage, directly or indirectly, in any business or activity competitive to any business or activity engaged in by Employer, or proposed to be engaged in by Employer or,

(b)

soliciting or taking away or interfering with any contractual relationship of any employee, client, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of Employer, or using, for the benefit of any person or entity other than Employer, any Confidential Information of Employer.

 

 

(a)

solicit, pursue or approach for the purpose of obtaining business or instructions to any person, organization or entity who or which is a client, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor of Employer or who or which is or has been a client, agent, representative, contractor, supplier, vendor, customer, franchisee, lender or investor Employer at any time during the Term of this Agreement and with whom or with which Employee has business dealings during the Term of this Agreement or with regard to whom or with which Employee has obtained Confidential Information and with whom or with which Employer had a reasonable expectation of engaging in further business at the time of the termination of this Agreement, and

(b)

for any reason or purpose which competes, directly or indirectly, whatsoever with Employer’s business, solicit away from Employer any employee of Employer’s with whom Employee have had dealings on the Employer’s behalf and/or in respect of whom Employee obtained any confidential or personal information as a result of Employee’s employment with Employer, for the purposes of offering that person work either as an independent contractor, an employee or otherwise.

 

 

(ii)

any material failure to timely grant, or timely honor, any equity or long-term incentive award;

(iii)

failure to pay statutory entitlements and/or to provide required remuneration and/or benefits;

(iv)

the removal of Employee from Employee’s position or any changes in the reporting structure so that Employee reports to someone other than the President of Employer;

(v)

any material diminution in Employee’s title or duties or the assignment to Employee of duties not customarily associated with Employee’s position as Executive Vice President of Employer;

(vi)

any relocation of Employee’s office as assigned to Employee by Employer, to a location more than 25 miles from the assigned location;

(vii)

the failure of Employer to obtain the assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Employer or upon a merger, consolidation, sale or similar transaction of Employer or;

(viii)

the voluntary or involuntary dissolution of Employer, the filing of a winding up application by Employer or upon an assignment for the benefit of creditors of the assets of Employer.

(a)	a conviction of or plea of guilty, or a consent to an order without an admission of liability, by Employee, to a felony, or any crime involving fraud or embezzlement;

(b)	the refusal by Employee to perform his material duties and obligations hereunder;

(c)	Employee’s willful and intentional misconduct in the performance of his material duties and obligations; or,

 

 

(d)	if Employee or any member of his family makes any personal profit arising out of or in connection with a transaction to which Employer is a party or with which it is associated without making disclosure to and obtaining the prior written consent of Employer.