7. Restrictive Covenants.
(a) Definitions.
(1) Competing Product is defined as any implant, device, or medical product, instrument, supply, process,
application, or service that is the same as, related to, or similar to any product, process, application, or service that Company is researching, developing, manufacturing, distributing, selling, and/or providing at the time of Executives
separation from employment with Company, including, but not limited to, the following Company product categories: hip, knee, trauma, extremities, craniomaxillofacial, thoracic, biologics, surgical (including MIS solutions), sports medicine, bone
cement, orthopedic diagnostic, robotics and/or wearable technology.
(2) Competing Organization is defined as
any organization that researches, develops, manufactures, markets, distributes and/or sells one or more Competing Products. A Competing Organization is diversified if it operates multiple, independently operating business divisions, units, lines or
segments some of which do not research, develop, manufacture, market, distribute, and/or sell any Competing Products.
(3)
Prohibited Capacity is defined as (a) any same or similar capacity to that held by Executive at any time during Executives last two (2) years of employment with Company; (b) any executive or managerial capacity; or
(c) any capacity in which Executives knowledge of Confidential Information and/or Inventions would render Executives assistance to a Competing Organization a competitive advantage.
(4) Restricted Geographic Area is defined as all countries, states, parishes or counties, municipalities, and
territories in which Company is doing business or is selling its products at the time of termination of Executives employment with Company, including but not limited to every parish and municipality in the state of Louisiana. Executive
acknowledges that this geographic scope is reasonable given Executives position with Company, the international scope of Companys business; and the fact that Executive could compete with Company from anywhere Company does business.
(5) Restricted Period is defined as the date Executive executes this Agreement, continuing for two (2) years
after the Executives last day of employment with Company (i.e., up to and including the second anniversary date of Executives last day of employment with Company) unless otherwise extended by Executives breach of this Agreement.
The running time on the Restricted Period shall be suspended during any period in which Executive is in violation of any of the restrictive covenants set forth herein, and all restrictions shall automatically be extended by the period Executive was
in violation of any such restrictions.
(6) Customer is defined as any person or entity to whom or which
Company sold or provided any products and/or services during the last two (2) years of Executives employment with the Company.
(7) Active Prospect is defined as any person or entity that Company individually and specifically marketed to
and/or held discussions with regarding the research, development, manufacture, distribution, and/or sale of any Company products, processes, applications, or services at any time during the last six (6) months of Executives employment
with Company.
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