Famous Footwear 2002 Annual Report Download - page 38

D. cause or attempt to cause any Customer to divert, terminate, limit, modify or fail to enter into any existing or
potential relationship with the Company;
E. cause or attempt to cause any shoe supplier or manufacturer of the Company to divert, terminate, limit,
modify or fail to enter into any existing or potential relationship with the Company; and
F. solicit, entice, employ or seek to employ, in the shoe industry, any executive- or managerial-level employee
of, or any consultant or advisor to, the Company.
b. Acknowledgment Regarding Restrictions . Employee recognizes and agrees that the restraints contained in
Section 9.a. (both separately and in total) are reasonable and should be fully enforceable in view of the high-level
positions Employee has had with the Company, the national and international nature of both the Company's business
and competition in the shoe industry, and the Company's legitimate interests in protecting its Confidential Information
and its customer goodwill and relationships. Employee specifically hereby acknowledges and confirms that he is willing
and intends to, and will, abide fully by the terms of Section 9.a. of this Agreement. Employee further agrees that the
Company would not have adequate protection if Employee were permitted to work for its competitors in violation of the
terms of this Agreement since the Company would be unable to verify whether (i) its Confidential Information was
being disclosed and/or misused, and (ii) Employee was involved in diverting or helping to divert the Company's
customers and/or its customer goodwill.
c. Company's Right to Injunctive Relief. In the event of a breach or threatened breach of any of Employee's
duties and obligations under the terms and provisions of Section 9.a. of this Agreement, the Company shall be entitled,
in addition to any other legal or equitable remedies it may have in connection therewith (including any right to damages
that it may suffer), to temporary, preliminary and permanent injunctive relief restraining such breach or threatened
breach. Employee hereby expressly acknowledges that the harm which might result to Company's business as a result
of noncompliance by Employee with any of the provisions of Section 9.a. would be largely irreparable. Employee
specifically agrees that if there is a question as to the enforceability of any of the provisions of Section 9.a. hereof,
Employee will not engage in any conduct inconsistent with or contrary to such Section until after the question has been
resolved by a final judgment of a court of competent jurisdiction. Employee undertakes and agrees that if Employee
breaches or threatens to breach the Agreement, Employee shall be liable for any attorneys' fees and costs incurred by
Company in enforcing its rights hereunder.
d. Employee Agreement to Disclose this Agreement. Employee agrees to disclose, during the twelve-month
period following a Termination Date described in the second sentence of Section 2.d, the terms of this Section 9 to any
potential future employer.
10. Confidential Information. The Employee acknowledges and confirms that certain data and other information (whether in human
or machine readable form) that comes into his possession or knowledge (whether before or after the date of this Employment Agreement)
and which was obtained from the Company, or obtained by the Employee for or on behalf of the Company, and which is identified herein is
the secret, confidential property of the Company (the "Confidential Information"). This Confidential Information includes, but is not limited to:
a. lists or other identification of customers or prospective customers of the Company (and key individuals employed or
engaged by such parties);
b. lists or other identification of sources or prospective sources of the Company's products or components thereof (and
key individuals employed or engaged by such parties);
c. all compilations of information, correspondence, designs, drawings, files, formulae, lists, machines, maps, methods,
models, notes or other writings, plans, records, regulatory compliance procedures, reports, specialized or technical data,
schematics, source code, object code, documentation, and software used in connection with the development, manufacture,
fabrication, assembly, marketing and sale of the Company's products;
d. financial, sales and marketing data relating to the Company or to the industry or other areas pertaining to the
Company's activities and contemplated activities (including, without limitation, manufacturing, transportation, distribution and
sales costs and non-public pricing information);
e. equipment, materials, procedures, processes, and techniques used in, or related to, the development, manufacture,
assembly, fabrication or other production and quality control of the Company's products and services;
f. the Company's relations with its customers, prospective customers, suppliers and prospective suppliers and the
nature and type of products or services rendered to such customers (or proposed to be rendered to prospective customers);
g. the Company's relations with its employees (including, without limitation, salaries, job classifications and skill
levels); and
h. any other information designated by the Company to be confidential, secret and/or proprietary (including without
limitation, information provided by customers or suppliers of the Company).
Notwithstanding the foregoing, the term "Confidential Information" shall not consist of any data or other information which has been made