manage, control, participate in, consult with, render services for, be employed in an executive, managerial or administrative capacity by, or in any manner engage in, any Competing Business. For
purposes hereof, Competing Business means any business that owns, operates or manages any movie theatre within a 25-mile radius (if such theatre is outside of a Major DMA) or a 10-mile radius (if such theatre is within a
Major DMA) of any theatre (i) being operated by the Company or any of its Subsidiaries during Executives employment hereunder (but excluding any theatres which the Company and its Subsidiaries have ceased to operate as of the date of the
termination of Executives employment hereunder), or (ii) under consideration by the Company or any of its Subsidiaries for opening as of the date of termination of employment; Major DMA means a Designated Market
Area with a number of households in excess of 700,000; Designated Market Area means each of those certain geographic market areas for the United States designated as such by Nielsen Media Research, Inc.
(Nielsen), as modified from time to time by Nielsen, whereby Nielsen divides the United States into non-overlapping geography for planning, buying and evaluating television audiences across various markets and whereby a
county in the United States is exclusively assigned, on the basis of the television viewing habits of the people residing in the county, to one and only one Designated Market Area; and all theatres operated by the Company and its Subsidiaries in
Canada shall be treated as being outside of a Major DMA. Nothing herein shall prohibit Executive from (i) being a passive owner of not more than five percent (5%) of the outstanding stock of any class of a corporation which is publicly
traded, so long as Executive has no active participation in the business of such corporation, or (ii) during the one year period following the termination of Executives employment, owning, operating or investing in up to five
(5) movie theatres, so long as each such theatre is outside of a 25-mile radius of the theatres being operated by the Company or any of its Subsidiaries or under consideration by the Company or any of its Subsidiaries for opening, in each case,
as of the time of termination of Executives employment. During the one-year period following the termination of Executives employment for any reason, Executive shall provide reasonable notice to the Company of his plans for acquiring
ownership in, commencing operations of, or investing in, any movie theatre prior to any such event. Notwithstanding the foregoing, Executives obligations under this Section 4.2 shall terminate and become null and void if Executive
terminates his employment with Good Reason.
4.3 Proprietary Interest. All inventions, designs, improvements, patents, copyrights
and discoveries conceived by Executive during Executives employment by the Company or its affiliates that are useful in or directly or indirectly related to the business of the Company and its affiliates or to any experimental work carried on
by the Company or its affiliates, shall be the property of the Company and its affiliates. Executive will promptly and fully disclose to the Company or its affiliates all such inventions, designs, improvements, patents, copyrights and discoveries
(whether developed individually or with other persons) and shall take all steps necessary and reasonably required to assure the Companys or such affiliates ownership thereof and to assist the Company and its affiliates in protecting or
defending the Companys or such affiliates proprietary rights therein.
4.4 Return of Materials. Executive expressly
acknowledges that all data, books, records and other Confidential Information of the Company and its affiliates obtained in connection with the Companys business is the exclusive property of the Company or its affiliates and that upon the
termination of Executives employment by the Company or its affiliates, Executive will immediately surrender and return to the Company or its affiliates all such items and all other property belonging to the Company or its affiliates then in
the possession of Executive, and Executive shall not make or retain any copies thereof.
- 5 -