iHeartMedia 2002 Annual Report Download - page 159

Executive further agrees that he will not during employment and/or at any time
thereafter use such Confidential Information in competing, directly or
indirectly, with the Company. At such time as the Executive shall cease to be
employed by the Company, he will immediately turn over to the Company all
Confidential Information, including papers, documents, writings, electronically
stored information, other property, and all copies of them, provided to or
created by him during the course of his employment with the Company. This
nondisclosure covenant is binding, on the Executive, as well as his heirs,
successors, and legal representatives, and will survive the termination of this
Agreement for any reason.
5. NONCOMPETITION.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and in consideration for the stock
option grants and other consideration promised by the Company under this
Agreement, during the Executive’s employment with the Company and for a period
of 12 months thereafter regardless of the reason for termination of employment,
the Executive will not, directly or indirectly, as an owner, director,
principal, agent, officer, employee, partner, consultant, servant, or otherwise,
carry on, operate, manage, control, or become involved in any manner with any
business, operation, corporation, partnership, association, agency, or other
person or entity which is in the business of primarily promoting, producing, and
presenting live diversified entertainment events of a character presented by the
Entertainment Businesses during the Executive’s employment by the Company in any
location in which the Company, or any subsidiary or affiliate of the Company,
operates or has specific plans to operate that are known to the Executive during
the Executive’s employment with the Company, including any area within a 50-mile
radius of any such location. The foregoing shall not prohibit the Executive from
owning up to 5.0% of the outstanding securities or other interests in any
partnership, trust, corporation, or other entity provided such ownership is
passive or, after the Executive’s employment with the Company has terminated,
from being employed in the entertainment industry provided such employment is
not primarily related to the promotion, production and presentation live
diversified entertainment events of a character presented by the Entertainment
Businesses during the Executive’s employment by the Company. Notwithstanding the
foregoing, after the Executive’s employment with the Company has terminated,
upon receiving written permission by the Board, the Executive shall be permitted
to engage in such competing activities that would otherwise be prohibited by
this covenant if such activities are determined in the sole discretion of the
Board in good faith to be immaterial to the operations of the Company, or any
subsidiary or affiliate of the Company, in the location in question.
To further preserve the rights of the Company pursuant to the
nondisclosure covenant discussed above, and in consideration for the stock
option grants and other consideration promised by the Company under this
Agreement, during the term of the Executive’s employment with the Company and
for a period of 12 months thereafter, regardless of the reason for termination
of employment unless such termination is by the Executive for Good Reason, the
Executive will not, directly or indirectly, either for himself or for any other
business, operation, corporation, partnership, association, agency, or other
person or entity, call upon, compete for, solicit, divert, or take away, or
attempt to divert or take away any customer with whom the Company, or any
subsidiary or affiliate of the Company, (i) has an existing agreement or
business relationship; (ii) has had an agreement or business relationship within
the six month period immediately preceding the Executive’s last day of
employment with the Company if the
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