Exclusion for Passive Investments. Nothing in this Agreement prohibits the Executive from being a passive owner of not more than 5% of the outstanding stock of any class of a corporation which is publicly-traded and would, but for this sentence, result in a violation by the Executive of Section 6.1, so long as the Executive has no active participation in the business of such corporation.

provided, however, that nothing set forth in this Section 6 shall prohibit Executive from owning, as a passive investment, not in excess of five percent (5%) in the aggregate of any class of capital stock of any corporation if such stock is publicly traded and listed on any national or regional stock exchange or reported on the Nasdaq Stock Market.

Nothing herein will prohibit the Executive from being a passive owner of not more than one percent (1%) of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.