ENTITLED UNDER ANY PLAN, AGREEMENT OR OTHERWISE UPON OR
AS THE RESULT OF A CHANGE OF CONTROL OR THE TERMINATION OF HIS EMPLOYMENT WITH
COMPANY, OR BOTH.
THIS SECTION IS NOT INTENDED TO PREVENT AND SHALL NOT RESULT
IN THE PREVENTION OF THE ACCELERATION AND FULL VESTING OF ANY OUTSTANDING STOCK
OPTION, RESTRICTED STOCK OR STOCK APPRECIATION RIGHT HELD BY EXECUTIVE IF ANY
SUCH ACCELERATION IS PROVIDED FOR UNDER THE TERMS OF THE AWARD OR GRANT
AGREEMENT RELATED TO SUCH STOCK OPTION, RESTRICTED STOCK OR STOCK APPRECIATION
RIGHT.
ANY DETERMINATION REQUIRED UNDER THIS SECTION SHALL BE MADE IN WRITING
BY COMPANY'S INDEPENDENT PUBLIC ACCOUNTANTS (THE "ACCOUNTANTS"), WHOSE
DETERMINATION SHALL BE CONCLUSIVE AND BINDING UPON EXECUTIVE AND COMPANY FOR ALL
PURPOSES.
FOR PURPOSES OF MAKING THE CALCULATIONS REQUIRED BY THIS SECTION, THE
ACCOUNTANTS MAY MAKE REASONABLE ASSUMPTIONS AND APPROXIMATIONS CONCERNING
APPLICABLE TAXES AND MAY RELY ON REASONABLE, GOOD FAITH INTERPRETATIONS
CONCERNING THE APPLICATION OF SECTIONS 280G AND 4999 OF THE CODE.
COMPANY AND
EXECUTIVE SHALL FURNISH TO THE ACCOUNTANTS SUCH INFORMATION AND DOCUMENTS AS THE
ACCOUNTANTS MAY REASONABLY REQUEST IN ORDER TO MAKE A DETERMINATION UNDER THIS
SECTION.
COMPANY SHALL BEAR ALL COSTS THE ACCOUNTANTS MAY REASONABLY INCUR IN
CONNECTION WITH ANY CALCULATIONS CONTEMPLATED BY THIS SECTION.
7.6
POSITION RESIGNATIONS.
UPON CESSATION OR TERMINATION OF EMPLOYMENT
HEREUNDER (UNLESS EXECUTIVE CONTINUES OTHERWISE TO BE EMPLOYED BY COMPANY OR ONE
OF ITS RELATED ENTITIES), EXECUTIVE WILL RESIGN OR WILL BE DEEMED TO HAVE
RESIGNED FROM ANY AND ALL POSITIONS AS AN OFFICER OR DIRECTOR, OR BOTH, OF
COMPANY AND EACH OF ITS RELATED ENTITIES, UNLESS OTHERWISE AGREED BY THE
PARTIES.
IF FOR ANY REASON THIS SECTION IS DEEMED TO BE INSUFFICIENT TO
EFFECTUATE SUCH RESIGNATIONS, THEN EXECUTIVE WILL, UPON COMPANY'S REQUEST,
EXECUTE ANY DOCUMENTS OR INSTRUMENTS THAT COMPANY MAY DEEM NECESSARY OR
DESIRABLE TO EFFECTUATE SUCH RESIGNATIONS.
10
8.
NON-DISCLOSURE, NON-COMPETITION AND
NON-SOLICITATION COVENANTS.
8.1
CONFIDENTIAL INFORMATION.
(A)
DEFINITION.
AS USED HEREIN, "CONFIDENTIAL INFORMATION" MEANS ANY
AND ALL MATERIAL, DATA, IDEAS, INVENTIONS, FORMULAE, PATTERNS, COMPILATIONS,
PROGRAMS, DEVICES, METHODS, TECHNIQUES, PROCESSES, KNOW HOW, PLANS (MARKETING,
BUSINESS, STRATEGIC, TECHNICAL, OR OTHERWISE), ARRANGEMENTS, PRICING, AND/OR
OTHER INFORMATION OF, OR RELATING TO COMPANY OR ANY OF ITS RELATED ENTITIES, AS
WELL AS ANY OF THEIR CUSTOMERS (COLLECTIVELY INCLUDING COMPANY, THE "COMPANY
PARTIES"), THAT IS CONFIDENTIAL, PROPRIETARY, AND/OR A TRADE SECRET (I) BY ITS
NATURE, (II) BASED ON HOW IT IS TREATED OR DESIGNATED BY ANY OF THE COMPANY
PARTIES (INCLUDING WITHOUT LIMITATION, DESIGNATION IN THIS AGREEMENT),
(III) SUCH THAT ITS APPROPRIATION, USE, OR DISCLOSURE WOULD HAVE A MATERIAL
ADVERSE EFFECT ON THE BUSINESS OR PLANNED BUSINESS OF ANY OF THE COMPANY
PARTIES, AND/OR (IV) AS A MATTER OF LAW.
ALL CONFIDENTIAL INFORMATION IS THE
PROPERTY OF THE RESPECTIVE COMPANY PARTIES, AS APPLICABLE, THE APPROPRIATION,
USE, AND/OR DISCLOSURE OF WHICH IS GOVERNED AND RESTRICTED BY THIS AGREEMENT.
(B)
EXCLUSIONS.
CONFIDENTIAL INFORMATION DOES NOT INCLUDE MATERIAL,
DATA, AND/OR INFORMATION:
(I) THAT ANY OF THE COMPANY PARTIES HAS VOLUNTARILY
PLACED IN THE PUBLIC DOMAIN; (II) THAT HAS BEEN LAWFULLY