Document 3NO4veDk5jg4w4K1mr83XZg93

Company Name - PNEUMO ABEX CORP NEW Filing Date 12/3 h 1996 Non-Competition 51 In view of the fact that the Executive's work for the Company will bring the Executive into close contact with many confidential affairs of tne Company not readily available to the public, and plans for future developments, the Executive agrees 5 1 1 To keep and retain m the strictest confidence all confidential matters of the Company, including, without limitation, "know how", trade secrets, customer lists, pricing policies, operational methods, technical processes, formulae, inventions and research projects, and other business affairs of the Company, learned by the Executive heretofore or hereafter, and not to disclose them to anyone outside of the Company, either during or after the Executive's employment with the Company, except m the course of performing the Executive's duties hereunder or with the Company's express written consent The foregoing prohibitions shall include, without limitation, directly or indirectly publishing (or causing, participating in, assisting or providing any statement, opinion or information in connection with the publication of) any diary, memoir, letter, story, photograph, interview, article, essay, account or description (whether fictionalized or not) concerning any of the foregoing, publication being deemed to include any presentation or reproduction of any written, verbal or visual material m any communication medium, including any book, magazine, newspaper, theatrical production or movie, or television or radio programming or commercial, and 5 1.2 To deliver promptly to the Company on termination of the Executive's employment by the Company, or at any time the Company may so request, all memoranda, notes, records, reports, manuals, drawings, blueprints and other documents (and all copies thereof) relating to the Company's business and all property associated therewith, which the Executive may then possess or have under the Executive's control 1 5.2 During the Term, the Executive shall not, directly or indirectly, enter the employ of, or render any services to, any person, firm or corporation engaged in any business competitive with the business of the Company or of any of its subsidiaries or affiliates, the Executive shall not engage in such business on the Executive's own account; and the Executive shall not become interested m any such business, directly or indirectly, as an individual, partner, shareholder, director, officer, principal, agent, employee/ trustee, consultant, or m any other relationship or capacity provided, however, that nothing contained m this Section 5.2 shall be deemed to prohibit the Executive from acquiring, solely as an investment, up to five percent (5%) of the outstanding shares of capital stock of any public corporation 5.3 If the Executive commits a breach, or threatens to commit a breach, of any of the provisions of Sections 5 1 or 5.2 hereof, the Company shall have the following rights and remedies- 5 3.1 The right and remedy to have the provisions of this Agreement specifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or Disclosure Page 66