UPON, AND SUBJECT TO, THE OCCURRENCE OF THE CLOSING.
SAID STOCK
OPTIONS AND ALL RIGHTS OR ENTITLEMENT THERETO ARE NOT RELEASED OR WAIVED BY THIS
AGREEMENT.
5.
NON-DISCLOSURE: S&S AND EMPLOYEE AGREE
AS FOLLOWS:
A.
EMPLOYEE ACKNOWLEDGES THAT HE HAS HELD
A POSITION OF TRUST AND CONFIDENCE WITH S&S AND THAT S&S HAS PROVIDED HIM WITH
CONFIDENTIAL INFORMATION, AS DEFINED IN THIS SECTION, THROUGH THE CLOSING DATE.
B.
EMPLOYEE AGREES THAT HE SHALL NOT
DIRECTLY OR INDIRECTLY DISCLOSE ANY CONFIDENTIAL INFORMATION UNLESS SUCH
DISCLOSURE IS (I) TO AN EMPLOYEE OF S&S; OR (II) AUTHORIZED IN WRITING BY S&S;
OR (III) REQUIRED BY ANY COURT OR ADMINISTRATIVE ENTITY.
C.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
THESE NON-DISCLOSURE AGREEMENTS SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT
AND SHALL BE FULLY ENFORCEABLE BY S&S OR ITS SUCCESSOR OR ASSIGNEE SUBSEQUENT TO
THE TERMINATION OF EMPLOYEE'S EMPLOYMENT.
D.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"CONFIDENTIAL INFORMATION" SHALL BE DEFINED AS INFORMATION IN THE POSSESSION OF,
PREPARED BY, OBTAINED BY, OR COMPILED BY S&S THAT IS NOT GENERALLY AVAILABLE TO
THE PUBLIC (OTHER THAN (I) INFORMATION RELATING SOLELY TO THE DIVISION OR,
(II) SUBJECT TO THE CLOSING OF THE SALE THEREOF TO ANSARY, INFORMATION RELATING
SOLELY TO THE COMPANY'S POWER PRODUCTS DIVISION (THE "OTHER DIVISION"), THE
BUSINESS AND ASSETS OF WHICH ARE ALSO EXPECTED TO BE SOLD TO ANSARY ON OR ABOUT
THE CLOSING DATE, ALL OF WHICH INFORMATION SHALL NOT BE GOVERNED BY THIS SECTION
5 OF THIS AGREEMENT).
"CONFIDENTIAL INFORMATION" AS SO DEFINED SHALL INCLUDE
INFORMATION PERTAINING TO, BUT NOT LIMITED TO:
(I) FINANCIAL INFORMATION OF
S&S, INCLUDING BUT NOT LIMITED TO INFORMATION PERTAINING TO PRODUCT AND ASSET
COST DATA AND PROJECTIONS, ACTUAL AND EXPECTED REVENUES AND EXPENSES, ASSET
VALUATIONS AND LIABILITIES, BUDGETARY DATA, PROFIT AND EXPENSE MARGIN DATA,
EXISTING AND PROJECTED MANUFACTURING AND INVENTORY CAPACITIES, COMPANY AND
PERSONNEL STRENGTHS AND WEAKNESSES, AND OTHER CONFIDENTIAL AND PROPRIETARY
INFORMATION RELATED TO THE PRODUCTS OR SERVICES OF S&S, AND THE RIGHTS AND
OBLIGATIONS OF S&S, AND SAID INFORMATION INCLUDES, BUT IS NOT LIMITED TO, S&S'S
PROPOSALS, PLANS, BUDGETS AND STRATEGIES WITH RESPECT TO ITS CONTRACTS WITH THE
U.S. ARMY AS TO THE FAMILY OF MEDIUM TACTICAL VEHICLES AND RELATED MATTERS;
(II) THE IDENTITY OF S&S'S SUPPLIERS, VENDORS, CUSTOMERS, CLIENTS, AND
PROSPECTS; (III) THE BUSINESS, FINANCES AND SPECIAL NEEDS OF S&S, THEIR
CUSTOMERS, CLIENTS, AND PROSPECTS; (IV) S&S'S POLICIES AND PROCEDURES; (V) S&S'S
PERSONNEL AND COMPENSATION PLANS AND EMPLOYEE BENEFITS; (VI) CONFIDENTIAL MARKET
STUDIES; (VII) PRICING STUDIES, INFORMATION AND ANALYSES; (VIII) CURRENT
3
AND PROSPECTIVE BUSINESS PROJECTIONS; (IX) BUSINESS PLANS AND STRATEGIES;
(X) FINANCIAL STATEMENTS AND INFORMATION; (XI) SPECIAL PROCESSES, PROCEDURES AND
SERVICES OF S&S; AND (XII) THE TRADE SECRETS OF S&S.
E.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
THIS CONFIDENTIAL INFORMATION, IF DISCLOSED, WOULD PLACE S&S AT A COMPETITIVE
DISADVANTAGE.
EMPLOYEE FURTHER AGREES THAT S&S TAKES REASONABLE STEPS TO
MAINTAIN THE CONFIDENTIALITY OF THIS CONFIDENTIAL INFORMATION, AND THAT THE
CONFIDENTIAL INFORMATION IS IN FACT SECRET OR SUBSTANTIALLY SECRET.
6.
NON-COMPETITION:
A.
BUSINESS RELATIONSHIPS, GOODWILL AND