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Covenants of Executive Not to Compete
Executive acknowledges that, as of the date of this Agreement, Employers Business includes all of the gaming facilities listed in the preamble to this Agreement and that Employer intends to develop additional gaming properties and interests. Executive acknowledges and agrees that: (i) her services to the Employer are special and unique; (ii) her work for the Employer has given her and will continue to give her access to confidential information concerning the Employer, its strategies, and the Business; (iii) she has the means to support herself and her dependents other than by engaging in the Business of the Employer and the provisions of this Section 8 will not impair such ability; (iv) that competing with Employer within the Restricted Areas and within the Restricted Period, as defined herein, would give Executive or any entity with which she might become affiliated an unfair competitive advantage, to the detriment of the Employer; and (v) that the Employers undertakings herein, including but not limited to the provisions of Sections 4 and 7(A), (B), and (D), provide sufficient consideration for her acceptance of the restrictive covenants set forth herein. Accordingly, in order to induce the Employer to enter into this Agreement, Executive covenants and agrees that:
(A) The geographic areas within which Executive shall not compete include the states of New York, New Jersey, Pennsylvania, Connecticut, Massachusetts, Rhode Island, Vermont, New Hampshire, and Maine and a radius of one hundred twenty five (125) statute miles from any site in which the Employer holds, has an application pending for, or has formed a plan made by or disclosed to Executive by Employer while Executive is employed by Employer, to apply for, a gaming license, whether as a qualifier or a principal (the Restricted Area).
(B) The period of the restrictive covenant shall include all times in which Executive is employed by Employer and a period of twelve (12) months following the expiration or termination of her employment for any reason including Executives voluntary termination (the Restricted Period).
(C) During the Restricted Period and in the Restricted Area, Executive shall not, without the express written permission of the Employer, accept any offer of employment, nor shall she perform services for any entity engaged in casino gaming, nor shall she compete in any manner, either directly or indirectly, including, without limitation, as an employee or independent contractor, investor, partner, shareholder, officer, director, principal, agent or trustee, of any entity which competes with any Business in which Employer is engaged during any period of Executives employment by Employer. This restriction shall not bar Executive from ownership of less than five percent (5%) of the shares of a publicly traded corporation engaged in casino gaming or any other Business in which Employer is engaged during any period of Executives employment by Employer.
(D) During the Restricted Period, Executive shall not, directly or indirectly, hire or solicit any employee of the Employer or any of its affiliates or encourage any such employee to leave such employment. For the avoidance of doubt, this restriction shall not apply with respect to general solicitations or advertisements for positions.