(ii) seek the recoupment of any amounts paid to Executive under Section 4(b)(i), Section 4(b)(v) or Section 4(d), including through exercise rights of set-off, forfeiture or cancellation, to the full extent permitted by law and Section 409A of the Code, with respect to any other awards, benefits or payments otherwise due Executive from the Company, to the extent the Company in its sole discretion deems appropriate after considering the relevant facts and circumstances. Any termination and/or recoupment of Executives payments and benefits under this Section 4(f) shall be in addition and without prejudice to any other remedies that the Company might elect to assert.
5. Location of Employment. The location of Executives employment will be the principal executive office of the Company in Chicago, Illinois.
6. Employee Inventions and Proprietary Rights Assignment Agreement. Executive agrees to abide by the terms and conditions of the Companys standard Employee Inventions and Proprietary Rights Assignment Agreement as executed by Executive and attached hereto as Exhibit A.
7. Restrictive Covenants.
(a) Covenants Not to Compete or Solicit. During Executives employment and for a period of two (2) years following the termination of Executives employment for any reason, Executive shall not, anywhere in the Geographic Area (as defined below), other than on behalf of the Company or with the prior written consent of the Company, directly or indirectly:
(i) perform services (as defined below) for (in any capacity, including, without limitation, as an employee, agent, consultant, advisor, independent contractor, proprietor, partner, officer, director or otherwise), have any ownership interest in (except for passive ownership of five percent (5%) or less of any entity whose securities have been registered under the Securities Act of 1933, as amended, or Section 12 of the Securities Exchange Act of 1934, as amended), or participate in the financing, operation, management or control of, any firm, partnership, corporation, entity or business that engages or participates in a competing business purpose (as defined below);
(ii) induce or attempt to induce any customer, potential customer, supplier, licensee, licensor or business relation of the Company to cease doing business with the Company, or in any way interfere with the relationship between any customer, potential customer, supplier, licensee, licensor or business relation of the Company or solicit the business of any customer or potential customer of the Company, whether or not Executive had personal contact with such entity; and
(iii) solicit, encourage, hire or take any other action which is intended to induce or encourage, or has the effect of inducing or encouraging, any employee or independent contractor of the Company or any subsidiary of the Company to terminate his or her employment or relationship with the Company or any subsidiary of the Company, other than in the discharge of her duties as an officer of the Company.
For purposes of this Agreement, the term competing business purpose shall mean the sale or provision of any marketing or printed materials, items, or other products that are competitive with in any manner the products sold or offered by the Company during the term of this Agreement. The term Geographic Area shall mean the United States of America.