3. Restrictions on Transfer of Shares.
If at the time this Stock Option is exercised the Company or any of its shareholders is a party to any agreement restricting the transfer of, or imposing other restrictions on, any outstanding shares of the Companys common stock, the Company may provide that this Stock Option may be exercised only if the Shares so acquired are made subject to that agreement (or if more than one such agreement is then in effect, the agreement or agreements specified by the Company).
4. Withholding; Agreement to Provide Security.
If at the time this Stock Option is exercised the Company determines that under applicable law and regulations it could be liable for the withholding of any federal or state tax upon exercise or with respect to a disposition of any Shares acquired upon exercise of this Stock Option, this Stock Option may not be exercised unless the person exercising this Stock Option remits to the Company any amounts determined by the Company to be required to be withheld upon exercise (or makes other arrangements satisfactory to the Company for the payment of such taxes).
5. Non-Compete; Non-Disparagement; Forfeiture.
(a) The Participant agrees and covenants that during the term of the Participants employment or service relationship with the Company, and for a period of one (1) year thereafter, the Participant shall not, directly or indirectly, (i) pursue or enter into any business arrangement, either individually or through any of the Companys parents, affiliates, subsidiaries, employees, agents, business partners or associates, which materially interferes with the Participants services or the Companys business operations; (ii) enter into any employment, independent contractor and/or consulting relationship with any entity that competes with the Company, it being understood that competitive entities are those that manufacture or distribute (A) coconut water, coconut milk or any other coconut-based products, (B) any energy beverages that contain guayusa, and/or (C) environmentally-friendly packaged water; or (iii) recruit, solicit or hire, or attempt to recruit, solicit or hire, any current or prospective employee or independent contractor of the Company or induce or cause any such person to terminate his/her employment or service relationship with the Company or otherwise interfere with the relationship between any such person and the Company for or on behalf of the Participant and/or a third party beverage or coconut product distributor without the prior approval of the Company in each instance.
(b) The Participant agrees and covenants that during the term of the Participants employment or service relationship with the Company and at all times thereafter, the Participant shall not, directly or indirectly, disparage, criticize, defame, slander or otherwise makes any negative statements or communications regarding the Company, its owners, officers, directors or any of their respective affiliates.
(c) In the event that the Participant violates Section 5(a) or Section 5(b) hereof, then (i) any portion of this Stock Option that is then outstanding (whether or not then exercisable) shall be immediately and automatically forfeited without further action on the part of the Company or the Participant and (ii) the Participant shall have no further right, title or interest therein or thereto. Notwithstanding the foregoing and for the purposes of clarity, the Participant acknowledges and understands that the aforementioned rights and remedies are cumulative in nature and shall be in addition to any and all rights and remedies otherwise available to the Company hereunder or under applicable law, including, but in no way limited to, the ability to pursue and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal or equitable remedies which may be available to the Company.