Delta Airlines 2002 Annual Report Download - page 78

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and businesses, which shall have been obtained by Executive pursuant to his
employment by the Company or any of its subsidiaries and affiliates and which
shall not have become public knowledge (other than by acts by Executive or his
representatives in violation of this Agreement). After termination of
Executive's employment with the Company, Executive shall not, without the prior
written consent of the Company, communicate or divulge any such information,
knowledge or data to anyone other than the Company and those designated by it.
After the occurrence of a Change in Control, in no event shall an asserted
violation of the provisions of this Section 8.06 constitute a basis for
deferring or withholding any amounts otherwise payable to Executive under this
Agreement.
(b) Executive acknowledges and recognizes the highly competitive nature of
the business of the Company and its Affiliates and accordingly agrees that, in
consideration of the benefits and protections conferred under this Agreement,
during the term of Executive's employment with the Company and for 2 years
following the date of Executive's termination of employment, Executive shall
not, other than with the prior written consent of the Company, directly or
indirectly provide management or executive services (whether as a consultant,
advisor, officer or director) to any Person who is in direct and substantial
competition with the air transportation business of the Company or its
Subsidiaries.
(c) During the term of Executive's employment with the Company and for 2
years following the date of Executive's termination of employment, Executive
shall not recruit, solicit or induce any nonclerical employee or employees of
the Company or its Affiliates to terminate their employment with, or otherwise
cease their relationship with, the Company or its affiliates or hire or assist
another person or entity to hire any nonclerical employee of the Company or its
affiliates or any person who within twelve months before had been a nonclerical
employee of the Company or its Affiliates.
(d) If Executive breaches the non-competition covenant of paragraph (b)
above or the non-solicitation covenant of paragraph (c) above, (i) Executive
shall not be entitled to any further benefits under the Excess Benefit Agreement
and (ii) Executive shall repay to the Company in cash an amount equal to the
Liquidated Damages.
(e) Because of the broad and extensive scope of the Company's air
transportation business, the restrictions contained in this provision are
intended to extend to management or executive services which are directly
related to the provision of air transportation services into, within or from the
United States, as no smaller geographical restrictions will adequately protect
the legitimate business interest of the Company. If any tribunal of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.
14