AMOUNTS PAYABLE TO THE EXECUTIVE AS SEVERANCE OR
DEATH/DISABILITY PAYMENTS, AND, EXCEPT AS PROVIDED IN
SECTION 5(A)(II)(B) HEREOF, SUCH AMOUNTS SHALL NOT BE REDUCED WHETHER OR NOT THE
EXECUTIVE OBTAINS OTHER EMPLOYMENT.
8.
EXECUTIVE'S COVENANTS.
(A)
CONFIDENTIAL INFORMATION.
THE EXECUTIVE SHALL HOLD IN A
FIDUCIARY CAPACITY FOR THE BENEFIT OF THE EMPLOYER AND EACH BREITBURN ENTITY ALL
SECRET OR CONFIDENTIAL INFORMATION, KNOWLEDGE AND DATA RELATING TO THE EMPLOYER
AND EACH BREITBURN ENTITY, AND THEIR RESPECTIVE BUSINESSES, INCLUDING WITHOUT
LIMITATION ANY TRADE SECRETS, WHICH SHALL HAVE BEEN OBTAINED BY THE EXECUTIVE
DURING THE EXECUTIVE'S EMPLOYMENT WITH THE EMPLOYER AND WHICH SHALL NOT BE OR
HAVE BECOME PUBLIC KNOWLEDGE OR KNOWN WITHIN THE RELEVANT TRADE OR INDUSTRY
(OTHER THAN BY ACTS BY THE EXECUTIVE OR REPRESENTATIVES OF THE EXECUTIVE IN
VIOLATION OF THIS AGREEMENT) (TOGETHER, "PROPRIETARY INFORMATION").
THE
EXECUTIVE SHALL NOT, AT ANY TIME DURING OR AFTER HIS EMPLOYMENT, DIRECTLY OR
INDIRECTLY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD OR AS MAY OTHERWISE
BE REQUIRED BY LAW OR LEGAL PROCESS, USE FOR HIS OWN BENEFIT SUCH PROPRIETARY
INFORMATION OR COMMUNICATE OR DIVULGE ANY SUCH PROPRIETARY INFORMATION TO ANYONE
(OTHER THAN AN AUTHORIZED BREITBURN ENTITY OR ANY SUCH ENTITY'S DESIGNEE);
PROVIDED, THAT IF THE EXECUTIVE RECEIVES ACTUAL NOTICE THAT THE EXECUTIVE IS OR
MAY BE REQUIRED BY LAW OR LEGAL PROCESS TO COMMUNICATE OR DIVULGE ANY SUCH
PROPRIETARY INFORMATION, UNLESS OTHERWISE PROHIBITED BY LAW OR REGULATION, THE
EXECUTIVE SHALL PROMPTLY SO NOTIFY THE BOARD.
ANYTHING HEREIN TO THE CONTRARY
NOTWITHSTANDING, THE PROVISIONS OF THIS SECTION 8 SHALL NOT APPLY WITH RESPECT
TO ANY LITIGATION, ARBITRATION OR MEDIATION INVOLVING THIS AGREEMENT OR ANY
OTHER AGREEMENT BETWEEN THE EXECUTIVE AND THE EMPLOYER OR ANY BREITBURN ENTITY;
PROVIDED, THAT THE EXECUTIVE SHALL TAKE ALL REASONABLE STEPS TO MAINTAIN SUCH
PROPRIETARY INFORMATION AS CONFIDENTIAL, INCLUDING, WITHOUT LIMITATION, SEEKING
PROTECTIVE ORDERS AND FILING DOCUMENTS CONTAINING SUCH INFORMATION UNDER SEAL.
NOTHING HEREIN SHALL BE CONSTRUED AS PROHIBITING THE EXECUTIVE FROM USING OR
DISCLOSING SUCH PROPRIETARY INFORMATION AS MAY BE REASONABLY NECESSARY IN HIS
PROPER PERFORMANCE OF SERVICES HEREUNDER.
(B)
NON-SOLICITATION.
(i)
While employed by the Employer and for a period of two years
following the Date of Termination, regardless of the reason for the termination,
other than in the ordinary course of the Executive's duties for the Employer or
any BreitBurn Entity, the Executive shall not, without the prior consent of the
Board, directly or indirectly solicit, induce, or encourage any employee of any
BreitBurn Entity or any of their respective affiliates who is employed on the
Date of Termination (or at any time within six
months of such date) to
terminate his or her employment with such entity; and
(ii)
While employed by the Employer and thereafter, regardless of the
reason for the termination, the Executive shall not, without the prior consent
of the Board, use any Proprietary Information to hire any employee of the
Employer or any BreitBurn Entity or
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any of their respective affiliates within six months after that employee's
termination of employment