HAS BECOME, THE
BENEFICIAL OWNER (AS THE TERM "BENEFICIAL OWNER" IS DEFINED UNDER RULE 13D-3 OR
ANY SUCCESSOR RULES OR REGULATIONS PROMULGATED UNDER THE EXCHANGE ACT) OF
SECURITIES REPRESENTING THIRTY PERCENT (30%) OR MORE OF THE COMBINED VOTING
POWER OF THE THEN OUTSTANDING VOTING STOCK OF THE COMPANY OR FIFTY PERCENT (50%)
OR MORE OF THE THEN OUTSTANDING SHARES OF VOTING STOCK OF THE COMPANY; OR
(E) THE COMPANY FILES A REPORT OR PROXY STATEMENT WITH THE SECURITIES AND
EXCHANGE COMMISSION PURSUANT TO THE EXCHANGE ACT DISCLOSING IN RESPONSE TO FORM
8-K OR SCHEDULE 14A (OR ANY SUCCESSOR SCHEDULE, FORM, REPORT OR ITEM THEREIN)
THAT A CHANGE IN CONTROL OF THE COMPANY HAS OCCURRED OR WILL OCCUR IN THE FUTURE
PURSUANT TO ANY THEN-EXISTING CONTRACT OR TRANSACTION; OR
(F) IF, DURING ANY PERIOD OF TWO CONSECUTIVE YEARS, INDIVIDUALS WHO AT THE
BEGINNING OF ANY SUCH PERIOD CONSTITUTE THE DIRECTORS OF THE COMPANY CEASE FOR
ANY REASON TO CONSTITUTE AT LEAST A MAJORITY THEREOF; PROVIDED, HOWEVER, THAT
FOR PURPOSES OF THIS CLAUSE (F), EACH DIRECTOR WHO IS FIRST ELECTED, OR FIRST
NOMINATED FOR ELECTION BY THE COMPANY'S STOCKHOLDERS, BY A VOTE OF AT LEAST
TWO-THIRDS OF THE DIRECTORS OF THE COMPANY THEN STILL IN OFFICE WHO WERE
DIRECTORS OF THE COMPANY AT THE BEGINNING OF ANY SUCH PERIOD (OTHER THAN AN
ELECTION OR NOMINATION OF ANY INDIVIDUAL WHOSE INITIAL ASSUMPTION OF OFFICE IS
IN CONNECTION WITH AN ACTUAL OR THREATENED ELECTION CONTEST RELATING TO THE
ELECTION OF THE DIRECTORS OF THE COMPANY, AS SUCH TERMS ARE USED IN RULE 14A-11
OR ANY SUCCESSOR RULE OR REGULATION PROMULGATED UNDER THE EXCHANGE ACT) WILL BE
DEEMED TO HAVE BEEN A DIRECTOR OF THE COMPANY AT THE BEGINNING OF SUCH PERIOD.
SECTION 8.
CONFIDENTIAL INFORMATION.
THE EMPLOYEE RECOGNIZES AND ACKNOWLEDGES
THAT CERTAIN PROPRIETARY, NON-PUBLIC INFORMATION OWNED BY THE COMPANY AND ITS
AFFILIATES, INCLUDING WITHOUT LIMITATION PROPRIETARY, NON-
PUBLIC INFORMATION REGARDING CUSTOMERS, PRICING POLICIES, METHODS OF OPERATION,
PROPRIETARY COMPUTER PROGRAMS, SALES PRODUCTS, PROFITS, COSTS, MARKETS, KEY
PERSONNEL, TECHNICAL PROCESSES, AND TRADE SECRETS (HEREINAFTER CALLED
"CONFIDENTIAL INFORMATION"), ARE VALUABLE, SPECIAL AND UNIQUE ASSETS OF THE
COMPANY AND ITS AFFILIATES.
THE EMPLOYEE WILL NOT, DURING OR AFTER HIS TERM OF
EMPLOYMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF A MEMBER OF THE BOARD BELIEVED
BY THE EMPLOYEE TO HAVE BEEN AUTHORIZED BY THE BOARD FOR SUCH PURPOSE, KNOWINGLY
AND INTENTIONALLY DISCLOSE ANY OF THE CONFIDENTIAL INFORMATION OBTAINED BY HIM
WHILE IN THE EMPLOY OF THE COMPANY TO ANY PERSON, FIRM, CORPORATION, ASSOCIATION
OR OTHER ENTITY FOR ANY REASON OR PURPOSE WHATSOEVER, DIRECTLY OR INDIRECTLY
(OTHER THAN TO AN EMPLOYEE OF THE COMPANY OF ITS AFFILIATES, A DIRECTOR OF THE
COMPANY OR ITS AFFILIATES, OR A PERSON TO WHOM DISCLOSURE IS NECESSARY OR
APPROPRIATE IN THE EMPLOYEE'S GOOD FAITH JUDGMENT IN CONNECTION WITH THE
PERFORMANCE OF HIS DUTIES HEREUNDER OR OTHERWISE ON BEHALF OF THE COMPANY),
UNLESS AND UNTIL SUCH CONFIDENTIAL INFORMATION BECOMES PUBLICLY AVAILABLE (OTHER
THAN AS A CONSEQUENCE OF THE BREACH BY THE EMPLOYEE OF HIS