stated in this Agreement, (ii) provides, if requested by the Company from time to time but with due regard for the Employees other duties and responsibilities, information to the Company with regard to matters in which the Employee has knowledge as a result of the Employees employment with the Company and reasonable assistance to the Company in defense of any claims that may be made against the Company or in the prosecution of any claims that may be made by the Company, to the extent that such claims may relate to the period of the Employees employment with the Company and (iii) does not violate Paragraph 12 during the Board Termination Non-Compete Period. In the event of such termination, the rights and benefits of the Employee under the benefit plans, programs and policies of the Company shall be determined in accordance with the provisions of such plans, programs and policies, and neither the Employee nor the Company shall have any further rights or obligations under this Agreement, except that the Employees obligations pursuant to Paragraphs 11, 12, 13, 14, 15 and 16 shall continue.
In no event shall the Employee be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Employee under any of the provisions of this Agreement, nor shall the amount of any payment hereunder be reduced by any compensation earned by the Employee as a result of employment by another employer.
10. Duties of Employee on Termination. Upon the termination of this Agreement, the Employee shall immediately return any and all property of the Company in the possession of the Employee, including, without limitation, all documents, contracts, financial information, customer information, proprietary product information, records, equipment, computers, vehicles, etc.
11. Covenant Not to Compete. The Employee covenants and agrees that the Employee will not, at any time during the Term and for a period of up to twelve (12) months following termination of employment, compete with the Business or any of its subsidiaries or parent companies (collectively, the Protected Entities) by engaging, directly or indirectly, in the Covered Business (as defined below) within the Covered Area (as defined below), without the written consent of the Company.
For purposes of this Agreement:
(i) The term Covered Business means the Business;
(ii) the phrase engaging, directly or indirectly means engaging or having an interest in, directly or indirectly, as owner, partner, participant of a joint venture, trustee, proprietor, shareholder, member, manager, director, officer, employee, independent contractor, capital investor, consultant, advisor or similar capacity, or by lending his name or reputation to be used in connection with, or otherwise participating in or making available his skill, knowledge or experience to be used in connection with, the operation, management or control of a division, group, or other portion of a business or enterprise engaged in any aspect of the Covered Business; provided, however, the foregoing shall not be violated by Employee being involved in the non-competing operations or activities of any Covered Business or by Employee owning less than one percent (1%) of the equity securities of a publicly traded company, and
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