FairPoint Communications 2002 Annual Report Download - page 442

payment being suspended for a breach of the Executive's covenant not to compete
set forth in Section 6 hereof. In addition, the Company shall maintain the
Executive's long term disability and term life insurance premiums (as provided
in Section 2(b)(iv)) for such period.
5. PROTECTION OF CONFIDENTIAL INFORMATION. Executive acknowledges that by
reason of his position with the Company, he has had and will continue to have
complete access to and knowledge of the Company's Confidential Information. The
Company's "Confidential Information", as used in this Agreement, means any form
of data or information in the possession or control of the Company which relates
to its business affairs, including but not limited to trade secrets, proprietary
information or other information not in the public domain. Confidential
Information includes but is not limited to product or service concepts and
designs, marketing insights, technology related to the Company's business,
business methods and strategies, all financial information and plans of the
Company, acquisition targets and potential targets, strategic business plans,
pricing terms and methods, growth, expansion or acquisition plans, financing or
venture capital sources and plans, and all similar information that the Company
holds in confidence or that competitors of the Company would be desirous of
obtaining. Executive agrees to use the Confidential Information only for the
purpose of or in connection with the business of the Company, and to keep the
Company's Confidential Information in strictest confidence and secrecy and not
to use or disclose Confidential Information to any person or entity except for
purposes of conducting the business of the Company, both during the term of
Executive's employment with the Company (both during the Employment Period and
any continuation period thereafter) and thereafter for a period of five (5)
years. Executive will return all Confidential Information to the Company
immediately upon termination of his employment with the Company.
6. NON-COMPETITION.
(a) NON-COMPETITION AGREEMENT. Executive agrees that, without the prior
written consent of the Company's Board of Directors, during the term of his
employment with the Company, including any continued employment after the
Employment Period, and for a period of two (2) years thereafter, he will not
"Compete" with the Company in the "Prohibited Territory."
6
(b) DEFINITION OF "COMPETE". For purposes of this Section 6, the term
"Compete" means to be employed or engaged in any capacity, whether as an
employee, as a consultant, or by self-employment, individually or on behalf of
others, or to have any ownership interest in, any business or entity engaged in
business in the "Telecommunications Industry"; provided, however, that the
purchase and ownership of capital stock of less than two percent (2%) in a
publicly traded entity within the Telecommunications Industry shall not
constitute competing. As used herein, the term "Telecommunications Industry"
shall have its broadest definition, as generally understood by the investing
public, and includes, but is not necessarily limited to the ownership,
acquisition or operation of, investment in, or the provision of services or
technology related to Rural Local Exchange Carriers (RLECs), Incumbent Local
Exchange Carriers (ILECs), Competitive Local Exchange Carriers (CLECs), Internet
Service Providers (ISPs), cable television services, retail or wholesale
distribution of long distance services, Internet portal services, web casting
and web hosting, dedicated service lines (DSL), broadband, voice or video
conferencing, voice mail services, voice, data or video transmissions, cellular
or wireless telephone, data, paging or Internet access services, prepaid calling
cards and other prepaid communication services, electronic mail services,
directory and operator assistance services, facsimile and data services, and
other similar and related services and products.
(c) DEFINITION OF "PROHIBITED TERRITORY". For purposes of this Section
6, the term "Prohibited Territory" shall mean and include each of the following
defined areas: (i) the United States, and (ii) any State within the United
States where the Company is engaged in business in the Telecommunications
Industry. For purposes of this Section 6, a person or entity is considered to be
Competing in the Prohibited Territory if it is engaged in offering or providing