EXECUTIVE PROVIDES THE
COMPANY WITH WRITTEN NOTICE THEREOF WITHIN THIRTY (30) DAYS AFTER EXECUTIVE HAS
INITIAL KNOWLEDGE OF THE OCCURRENCE OR EXISTENCE OF SUCH EVENT OR CIRCUMSTANCE,
WHICH NOTICE SPECIFICALLY IDENTIFIES THE EVENT OR CIRCUMSTANCE THAT EXECUTIVE
BELIEVES CONSTITUTES GOOD REASON, (Y) THE COMPANY FAILS TO CORRECT THE
CIRCUMSTANCE OR EVENT SO IDENTIFIED WITHIN THIRTY (30) DAYS AFTER THE RECEIPT OF
SUCH NOTICE, AND (Z) EXECUTIVE RESIGNS WITHIN NINETY (90) DAYS AFTER THE DATE OF
DELIVERY OF THE NOTICE REFERRED TO IN CLAUSE (X) ABOVE.
(E)
OFFSET.
IF EXECUTIVE OBTAINS OTHER
EMPLOYMENT DURING THE PERIOD OF TIME IN WHICH THE COMPANY IS REQUIRED TO MAKE
PAYMENTS TO EXECUTIVE PURSUANT TO SECTION 1(D)(I) ABOVE, THE AMOUNT OF ANY SUCH
REMAINING PAYMENTS TO BE PROVIDED TO EXECUTIVE SHALL BE REDUCED BY THE AMOUNT OF
COMPENSATION EARNED BY EXECUTIVE FROM SUCH OTHER EMPLOYMENT THROUGH THE END OF
SUCH PERIOD (PROVIDED THAT FOR PURPOSES OF CALCULATING WHICH PORTION OF THE
PAYMENTS MADE UNDER SECTION 1(D)(I) ARE SUBJECT TO REDUCTION, ANY DELAY IN THE
COMPANY MAKING PAYMENTS BY VIRTUE OF SECTIONS 1(D) OR 6 SHALL NOT BE TAKEN INTO
ACCOUNT).
FOR PURPOSES OF THIS SECTION 1(E), EXECUTIVE SHALL HAVE AN OBLIGATION
TO INFORM THE COMPANY REGARDING EXECUTIVE'S EMPLOYMENT STATUS FOLLOWING
TERMINATION AND DURING THE PERIOD OF TIME IN WHICH THE COMPANY IS MAKING
PAYMENTS TO EXECUTIVE UNDER SECTION 1(D)(I) ABOVE.
(F)
ACCRUED OBLIGATIONS.
AS USED IN THIS
AGREEMENT, "ACCRUED OBLIGATIONS" SHALL MEAN THE SUM OF (I) ANY PORTION OF
EXECUTIVE'S ACCRUED BUT UNPAID BASE SALARY THROUGH THE DATE OF DEATH OR
TERMINATION OF EMPLOYMENT FOR ANY REASON, AS THE CASE MAY BE; (II) ANY
COMPENSATION PREVIOUSLY EARNED BUT DEFERRED BY EXECUTIVE (TOGETHER WITH ANY
INTEREST OR EARNINGS THEREON) THAT HAS NOT YET BEEN PAID AND THAT IS NOT
OTHERWISE TO BE PAID AT A LATER DATE PURSUANT TO THE EXECUTIVE DEFERRED
COMPENSATION PLAN OF THE COMPANY, IF ANY, AND (III) ANY REIMBURSEMENTS THAT
EXECUTIVE IS ENTITLED TO RECEIVE UNDER SECTION 3A(C)(I) OF THE AGREEMENT.
(G)
NOTICE OF NON-RENEWAL.
IF THE COMPANY
DELIVERS A NON-RENEWAL NOTICE TO EXECUTIVE THEN, PROVIDED EXECUTIVE'S EMPLOYMENT
HEREUNDER CONTINUES THROUGH THE EXPIRATION DATE THEN IN EFFECT, EFFECTIVE AS OF
SUCH EXPIRATION DATE THE COMPANY AND EXECUTIVE SHALL HAVE THE
3
SAME RIGHTS AND OBLIGATIONS HEREUNDER AS THEY WOULD IF THE COMPANY HAD
TERMINATED EXECUTIVE'S EMPLOYMENT HEREUNDER PRIOR TO THE END OF THE TERM FOR ANY
REASON OTHER THAN EXECUTIVE'S DEATH, DISABILITY OR CAUSE.
2.
CONFIDENTIAL INFORMATION;
NON-SOLICITATION; AND PROPRIETARY RIGHTS.
(A)
CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES
THAT, WHILE EMPLOYED BY THE COMPANY, EXECUTIVE WILL OCCUPY A POSITION OF TRUST
AND CONFIDENCE.
THE COMPANY, ITS SUBSIDIARIES AND/OR AFFILIATES SHALL PROVIDE
EXECUTIVE WITH "CONFIDENTIAL INFORMATION" AS REFERRED TO BELOW.
EXECUTIVE SHALL
NOT, EXCEPT AS MAY BE REQUIRED TO PERFORM EXECUTIVE'S DUTIES HEREUNDER OR AS
REQUIRED BY APPLICABLE LAW, WITHOUT LIMITATION IN TIME, COMMUNICATE, DIVULGE,
DISSEMINATE, DISCLOSE TO OTHERS OR OTHERWISE USE, WHETHER DIRECTLY OR
INDIRECTLY, ANY CONFIDENTIAL INFORMATION REGARDING THE COMPANY AND/OR ANY OF ITS
SUBSIDIARIES AND/OR AFFILIATES.
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION ABOUT