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(c) knowingly disclose to any person, firm or corporation
any substantial and material details of organization
or business affairs of Zapata, or any names of
past or present customers of Zapata; or
(d) induce or attempt to influence any present or
prospective employee of Zapata, as of the Closing Date
under the Merger, Purchase and Sale Agreement, to
terminate his employment.
Notwithstanding the foregoing, however, nothing contained in
this Agreement shall prohibit the Holts from purchasing and
holding as an investment not more than 5% of any class for the
issued and outstanding and publicly traded (on a recognized
national or regional securities exchange or in the over-the-
counter market) security of any corporation, partnership or other
business entity which conducts a business in competition with the
Business.
2. Notwithstanding anything contained herein to the
contrary, however, in the event that Zapata shall determine that
the Holts have breached any of the covenants and agreements set
forth in Paragraph 1 hereof, Zapata shall provide the Holts with
written notice of such breach, including a description of the
facts and nature thereof, and Zapata's demand that the Holts
cease such activities, and the Holts shall, as soon as
practicable thereafter but in any event not later than ninety
(90) days from the date of such written notice, cure any such
breach.
3. In consideration for the Holts' execution, delivery and
performance of this Agreement, upon the execution and delivery of
this agreement, Zapata will pay an aggregate amount of $4,572,369
to Peter M. Holt and Benjamin D. Holt, Jr. as follows: Peter M.
Holt will receive $3,886,514 and Benjamin D. Holt, Jr. will
receive $685,855.
4. The Holts agree and acknowledge that Zapata does not have
any adequate remedy at law for the breach by the Holts of the
covenants and agreements set forth in paragraph 1, and that any
breach by the Holts of the covenants and agreements set forth in
paragraph 1 would result in irreparable injury to Zapata. The
Holts further agree and acknowledge that Zapata may, in addition
to the other remedies which may be available to Zapata, file a
suit in equity to enjoin the Holts from such breach, and consent
to the issuance of injunctive relief hereunder.
5. Notwithstanding anything contained in this Agreement to
the contrary, the Holts shall have the right, but not the
obligation, to apply to Zapata for a waiver letter in advance of
Holts' contemplated action of engaging in any business or activity
in the Marketing Area that may be construed as competitive with
the Business. In such case, Holts shall submit to Zapata a letter
containing a full and complete description of the contemplated
business or activity in which the Holts intend to
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