"INVENTIONS," AS DEFINED IN SECTION VI.B; (III)
INFORMATION CONCERNING ANY OF THE COMPANY'S PAST, CURRENT OR POSSIBLE FUTURE
PRODUCTS.
PROPRIETARY INFORMATION OR CONFIDENTIAL INFORMATION ALSO INCLUDES ANY
INFORMATION WHICH IS NOT GENERALLY DISCLOSED AND WHICH IS USEFUL OR HELPFUL TO
THE COMPANY AND/OR WHICH WOULD BE USEFUL OR HELPFUL TO COMPETITORS.
MORE
SPECIFIC EXAMPLES INCLUDE FINANCIAL DATA, SALES FIGURES FOR INDIVIDUAL PROJECTS
OR GROUPS OF PROJECTS, PLANNED NEW PROJECTS OR PLANNED ADVERTISING PROGRAMS,
AREAS WHERE THE COMPANY INTENDS TO EXPAND, LISTS OF SUPPLIERS, LISTS OF
CUSTOMERS, WAGE AND SALARY DATA, CAPITAL INVESTMENT PLANS, PROJECTED EARNINGS,
CHANGES IN MANAGEMENT OR POLICIES OF THE COMPANY, TESTING
8
DATA, MANUFACTURING METHODS, SUPPLIERS' PRICES TO US, OR ANY PLANS WE MAY HAVE
FOR IMPROVING ANY OF OUR PRODUCTS.
THIS INFORMATION IS CONFIDENTIAL OR
PROPRIETARY INFORMATION REGARDLESS OF ITS FORM, E.G. ORAL, WRITTEN, ELECTRONIC
OR OTHER, AND WHETHER OR NOT IT IS LABELED AS "PROPRIETARY" OR "CONFIDENTIAL."
THE COMPANY'S PROPRIETARY INFORMATION OR CONFIDENTIAL INFORMATION INCLUDES OUR
INFORMATION AND THAT OF OUR AFFILIATES AND THIRD PARTIES CONCERNING OR RELATING
TO US.
VIII.
COMPETITIVE ACTIVITIES.
A.
YOU AGREE THAT DURING YOUR EMPLOYMENT WITH
THE COMPANY, YOU WILL NOT ALONE, OR IN ANY CAPACITY WITH ANOTHER PERSON OR
ENTITY, (I) DIRECTLY OR INDIRECTLY ENGAGE IN ANY EMPLOYMENT OR ACTIVITY THAT
COMPETES WITH THE COMPANY'S BUSINESS AT THE TIME YOUR EMPLOYMENT WITH THE
COMPANY ENDS, WITHIN ANY STATE IN THE UNITED STATES OR WITHIN CANADA, (II)
INTERFERE WITH THE COMPANY'S RELATIONSHIPS WITH ANY OF ITS CURRENT OR POTENTIAL
CUSTOMERS.
B.
YOU ALSO AGREE THAT FOR A PERIOD OF ONE
YEAR AFTER THE TERMINATION OF THIS AGREEMENT FOR ANY ONE OF THE FOLLOWING
REASONS:
(I) FOR "CAUSE" AS DEFINED ABOVE, (II) VOLUNTARILY BY YOU WITHOUT
"GOOD REASON" AS DEFINED ABOVE; OR (III) IN THE EVENT OF A NON-RENEWAL OF THE
AGREEMENT BY YOU OTHER THAN FOR "GOOD REASON", YOU WILL ABIDE BY CLAUSES (II)
AND (III) OF SECTION VIII.A ABOVE.
IX.
CHANGE IN CONTROL.
A.
FOR PURPOSES OF THIS AGREEMENT, A "CHANGE
IN CONTROL" OF THE COMPANY WILL MEAN THE FOLLOWING:
(i)
the sale, lease, exchange or other
transfer, directly or indirectly, of substantially all of the assets of the
Company (in one transaction or in a series of related transactions) to a person
or entity that is not controlled by the Company;
(ii)
the approval by the shareholders of the
Company of any plan or proposal for the liquidation or dissolution of the
Company;
(iii)
a change in control of the Company of a
nature that would be required to be reported in response to Item 5(f) of
Schedule 14A of Regulation 14A or to Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended (the "Act"), provided that, without
limitation, a Change in Control shall be deemed to have occurred if (i) any
"person" (as such term is used in Sections 13(d) and 14(d)(2) of the Act) is or
shall become the beneficial owner, directly or indirectly, of securities of the
Company