4. NON-COMPETITION AGREEMENT.
(a) NON-COMPETITION. Except with the written approval of the Board, which approval may be requested by Executive, Executive shall not, during the period of his employment by or with the Company, and during the Non-compete Period (as hereinafter defined) for any reason whatsoever, directly or indirectly, for himself or on behalf of or in conjunction with any other person:
(i) OTHER ACTIVITIES. Engage, as an officer, director, shareholder, owner, principal, partner, lender, joint venturer, employee, independent contractor, consultant, advisor, or sales representative, in any Competitive Business within the Restricted Territory;
(ii) SOLICITATION OF EMPLOYEES. Call upon any person who is, at that time, within the Restricted Territory, an employee of the Company or any of its subsidiaries, in a managerial capacity for the purpose or with the intent of enticing such employee away from or out of the employ of the Company or any of its subsidiaries;
(iii) SOLICITATION OF CUSTOMERS. Call upon any person or entity that is, at that time, or that has been, within one (1) year prior to that time, a customer of the Company or any of its subsidiaries, within the Restricted Territory for the purpose of soliciting or selling products or services in direct competition with the Company or any of its subsidiaries within the Restricted Territory;
(iv) SOLICITATION OF ACQUISITION CANDIDATES. Call upon any prospective acquisition candidate (that is, a business that the Company may have an interest in acquiring), on Executives own behalf or on behalf of any person, which candidate was, to Executives knowledge after due inquiry, either called upon by the Company, or for which the Company made an acquisition analysis, for the purpose of acquiring such candidate.
(b) CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall have the meanings ascribed to them:
(i) COMPETITIVE BUSINESS shall mean any Person that is engaged in designing, manufacturing and selling high precision test and measurement products for manufacturing, industrial and commercial applications or any other business in which the Company is engaged;
(ii) PERSON shall mean any individual, corporation, limited liability company, partnership, firm, or other business of whatever nature;
(iii) RESTRICTED TERRITORY shall mean North America, Europe and China; and
(iv) SUBSIDIARY shall mean the Companys consolidated subsidiaries, including corporations, partnerships, limited liability companies, and any other business organization in which the Company holds at least a fifty percent (50%) equity interest.
(v) NON-COMPETE PERIOD shall mean the longer of (i) the one (1) year period immediately following the termination of Executives employment with the Company or (ii) the time during which Severance Payments (defined below) are being made by the Company to Executive in accordance with this Agreement; provided, however, that if the Executives employment is terminated by the Company without Good Cause, Executive terminates his employment with Good Reason, or Executive terminates his employment after a Change in Control pursuant to Section 4(b)(vi)(B), then the Non-compete Period shall be eliminated immediately following the termination of his employment with the Company.
(c) ENFORCEMENT. Because of the difficulty of measuring economic losses to the Company as a result of a breach of the foregoing covenants, and because of the immediate and irreparable damage that could be caused to the Company for which it would have no other adequate remedy, Executive agrees that the foregoing covenants may be enforced by the Company in the event of breach by him, by injunctions and restraining orders.