is a "specified employee" within the meaning of Code Section 409A(a)(2)(B)(i),
to the extent required by such Code Section, payments otherwise required by this
Section shall be delayed to the earliest date on which such payments are
permitted.
Except as specifically provided in this Section 1(f) or required under
applicable law, the Executive will not be eligible to receive any salary, bonus
or other compensation or benefits described in Section 1(d) with respect to any
periods after the Termination Date; provided, however, the Executive shall have
the right to receive all compensation and benefits to which he is entitled under
any benefit plans of the Company to the extent he is fully vested as of the
effective date of the termination of the Executive's employment by the Company
pursuant to the terms and conditions of such employee benefit plans.
SECTION 2.
CONFIDENTIALITY.
For purposes of this Section 2, the term "Company" shall include, in addition to
the Company, its affiliates, subsidiaries and any of their respective
predecessors, successors and assigns.
The term "Company's Business" shall mean
the business of developing, manufacturing, selling or distributing
high-performance alloys for service in severe corrosion and high temperature
applications.
(A)
CONFIDENTIAL INFORMATION.
AS USED IN THIS AGREEMENT,
"CONFIDENTIAL INFORMATION" MEANS ANY AND ALL CONFIDENTIAL, PROPRIETARY OR OTHER
INFORMATION, WHETHER OR NOT ORIGINATED BY THE EXECUTIVE OR THE COMPANY, WHICH IS
IN ANY WAY RELATED TO THE PAST OR PRESENT COMPANY'S BUSINESS AND IS EITHER
DESIGNATED AS CONFIDENTIAL OR NOT GENERALLY KNOWN BY OR AVAILABLE TO THE
PUBLIC.
CONFIDENTIAL INFORMATION INCLUDES, BUT IS NOT LIMITED TO (WHETHER OR
NOT REDUCED TO WRITING OR DESIGNATED AS CONFIDENTIAL) (I) INFORMATION REGARDING
THE COMPANY'S EXISTING AND POTENTIAL CUSTOMERS AND VENDORS; (II) ANY CONTRACTS
(INCLUDING THE EXISTENCE AND CONTENTS THEREOF AND PARTIES THERETO) TO WHICH THE
COMPANY IS A PARTY OR IS OTHERWISE BOUND; (III) INFORMATION REGARDING PRODUCTS
AND SERVICES BEING PURCHASED OR LEASED BY OR PROVIDED TO THE COMPANY;
(IV) INFORMATION RECEIVED BY THE COMPANY FROM THIRD PARTIES UNDER AN OBLIGATION
OF CONFIDENTIALITY, RESTRICTED DISCLOSURE OR RESTRICTED USE; (V) PERSONNEL AND
FINANCIAL INFORMATION OF THE COMPANY; (VI) INFORMATION WITH RESPECT TO THE
COMPANY'S PRODUCTS, SERVICES, FACILITIES, BUSINESS METHODS, SYSTEMS, TRADE
SECRETS, TECHNICAL KNOW-HOW, AND OTHER INTELLECTUAL PROPERTY; (VII) MARKETING
AND DEVELOPMENTAL PLANS AND TECHNIQUES, PRICE AND COST DATA, FORECASTS AND
FORECAST ASSUMPTIONS, AND POTENTIAL STRATEGIES OF THE COMPANY;
(VIII) INFORMATION ABOUT THE COMPANY'S CUSTOMERS, SUCH AS CONTACTS, CRITERIA,
REQUIREMENTS, SPECIFICATIONS, PRICING, OR OTHER SIMILAR INFORMATION; AND
(IX) ANY OTHER INFORMATION RELATING TO THE COMPANY WHICH WAS OBTAINED BY THE
EXECUTIVE IN CONNECTION WITH HIS EMPLOYMENT BY THE COMPANY, WHETHER BEFORE, ON
OR AFTER THE EFFECTIVE DATE.
(B)
NON-DISCLOSURE AND NON-USE OF CONFIDENTIAL INFORMATION.
THE
EXECUTIVE ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION OF THE COMPANY IS A
VALUABLE, UNIQUE ASSET OF THE COMPANY AND THE EXECUTIVE'S UNAUTHORIZED USE OR
DISCLOSURE THEREOF WOULD CAUSE IRREPARABLE
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HARM TO THE COMPANY FOR WHICH NO REMEDY AT LAW COULD BE ADEQUATE.
ACCORDINGLY,
THE EXECUTIVE AGREES THAT HE SHALL HOLD ALL CONFIDENTIAL INFORMATION