(ii) PAID TIME OFF. Paid time off in accordance with the applicable policy of the Company as in effect from time to time, but no less favorable to Executive than the policy of the Company in effect on the Effective Date.
(iii) OTHER EXECUTIVE PERQUISITES. The Company shall provide Executive with other executive perquisites as may be made available to or deemed appropriate for Executive by the Board or a committee of the Board and participation in all other Company-wide employee benefits (including group insurance, pension, retirement, and other plans and programs) as are available to the Companys executive officers from time to time.
3. 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 her employment by or with the Company, and during the Non-compete Period (as hereinafter defined) for any reason whatsoever, directly or indirectly, for herself 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