Executive acknowledges that the nature of the Company's and its Affiliate’s business is such that if Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any Affiliate of the Company in the Target Field during the twelve (12) months following the termination of Executive’s employment with the Company, it would be very difficult for Executive not to rely on or use the Company’s or any of its Affiliates’ trade secrets and confidential information. Thus, to avoid the misappropriation of goodwill and/or the inevitable disclosure of the Company’s and its Affiliates’ trade secrets and confidential information, Executive agrees to not directly or indirectly engage in (whether as an employee, consultant, agent, proprietor, principal, partner, stockholder, corporate officer, director or otherwise), nor have any ownership interest in or participate in the financing, operation, management or control of, any Person that is engaged in any business in a Target Field; provided, that Executive may purchase and hold (solely as a passive investor) less than 2% of the shares of any corporation in competition with the Company or any Affiliate whose shares are regularly traded on a national securities exchange.