TO EXECUTIVE AS COMPENSATION
HEREUNDER SHALL BE SUBJECT TO ALL REQUIRED AND CUSTOMARY WITHHOLDING BY THE
COMPANY.
(F)
INSURANCE.
FOLLOWING THE RESIGNATION DATE AND UNTIL OCTOBER 16,
2010, THE COMPANY SHALL, AT ITS EXPENSE, PAY THE EMPLOYER PORTION OF THE
PREMIUMS FOR GROUP MEDICAL, DENTAL AND HOSPITALIZATION INSURANCE AT THE LEVEL
AND WITH THE COVERAGE IN EFFECT FOR EXECUTIVE AND HIS DEPENDANTS AND
BENEFICIARIES IMMEDIATELY PRIOR TO THE RESIGNATION DATE.
EXECUTIVE SHALL ALSO
BE ENTITLED TO RECEIVE THE CONTINUATION OF HIS GROUP MEDICAL, DENTAL AND
HOSPITALIZATION INSURANCE COVERAGE AS PROVIDED UNDER THE PROVISIONS OF THE
CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT ("COBRA") BEGINNING ON
OCTOBER 17, 2010, AND CONTINUING THROUGH OCTOBER 16, 2011, AT HIS SOLE COST AND
EXPENSE.
THE COMPANY'S OBLIGATION HEREUNDER WITH RESPECT TO THE FOREGOING
BENEFITS SHALL BE LIMITED TO THE EXTENT THAT THE EXECUTIVE OBTAINS ANY SUCH
BENEFITS PURSUANT TO A SUBSEQUENT EMPLOYER'S BENEFIT PLANS, IN WHICH CASE THE
COMPANY MAY REDUCE THE COVERAGE OF ANY BENEFITS IT IS REQUIRED TO PROVIDE THE
EXECUTIVE HEREUNDER SO LONG AS THE AGGREGATE COVERAGE AND BENEFITS OF THE
COMBINED BENEFIT PLANS IS NO LESS FAVORABLE TO THE EXECUTIVE THAN THE COVERAGES
AND BENEFITS REQUIRED TO BE PROVIDED HEREUNDER; PROVIDED, THAT ANY CHANGES OR
AMENDMENTS TO SUCH PLANS THAT ARE APPLICABLE TO OTHER EMPLOYEES OF THE COMPANY
COVERED BY SUCH PLANS SHALL ALSO APPLY TO EXECUTIVE AND HIS DEPENDENTS AND
BENEFICIARIES.
THIS SUBSECTION (F) SHALL NOT BE INTERPRETED SO AS TO LIMIT ANY
BENEFITS TO WHICH THE EXECUTIVE, HIS DEPENDANTS OR BENEFICIARIES MAY OTHERWISE
BE ENTITLED UNDER ANY OF THE COMPANY'S EMPLOYEE BENEFIT PLANS, PROGRAMS OR
PRACTICES FOLLOWING THE TERMINATION OF EMPLOYMENT OF THE EXECUTIVE, INCLUDING
WITHOUT LIMITATION, ANY APPLICABLE RETIREE MEDICAL AND LIFE INSURANCE BENEFITS.
THE COMPANY MAY OFFSET ANY AMOUNTS EXECUTIVE OWES IT OR ITS SUBSIDIARIES AGAINST
ANY AMOUNTS IT OR ITS SUBSIDIARIES OWES EXECUTIVE HEREUNDER.
3.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT THE CONTINUED SUCCESS OF THE COMPANY AND ITS
SUBSIDIARIES, DEPENDS UPON THE USE AND PROTECTION OF A LARGE BODY OF
CONFIDENTIAL AND PROPRIETARY INFORMATION.
ALL OF SUCH CONFIDENTIAL AND
PROPRIETARY INFORMATION EXISTING PRIOR HERETO, NOW EXISTING OR TO BE DEVELOPED
IN THE FUTURE WILL BE REFERRED TO IN THIS AGREEMENT AS "CONFIDENTIAL
INFORMATION."
CONFIDENTIAL INFORMATION WILL BE INTERPRETED AS BROADLY AS
POSSIBLE TO INCLUDE ALL INFORMATION OF ANY SORT (WHETHER MERELY REMEMBERED OR
EMBODIED IN A TANGIBLE OR INTANGIBLE FORM) THAT IS (I) RELATED TO THE COMPANY'S
OR ITS SUBSIDIARIES' CURRENT OR POTENTIAL BUSINESS AND (II) IS NOT GENERALLY OR
PUBLICLY KNOWN.
CONFIDENTIAL INFORMATION INCLUDES, WITHOUT SPECIFIC LIMITATION,
THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM DURING THE COURSE OF HIS
EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES CONCERNING THE BUSINESS AND
AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES, INFORMATION CONCERNING ACQUISITION
OPPORTUNITIES IN OR REASONABLY RELATED TO THE COMPANY'S OR ITS SUBSIDIARIES'
BUSINESS OR INDUSTRY OF WHICH EXECUTIVE BECOMES AWARE DURING SUCH EMPLOYMENT,
THE PERSONS OR ENTITIES THAT ARE CURRENT, FORMER OR PROSPECTIVE SUPPLIERS OR
CUSTOMERS OF ANY ONE OR MORE