ANY CLASS. ANY ISSUANCE BY THE
COMPANY OF SHARES OF STOCK OF ANY CLASS, OR SECURITIES CONVERTIBLE INTO
4
SHARES OF STOCK OF ANY CLASS, SHALL NOT AFFECT, AND NO ADJUSTMENT BY REASON
THEREOF SHALL BE MADE WITH RESPECT TO, THE NUMBER OR EXERCISE PRICE OF SHARES
SUBJECT TO THIS OPTION. THE GRANT OF THIS OPTION SHALL NOT AFFECT IN ANY WAY THE
RIGHT OR POWER OF THE COMPANY TO MAKE ADJUSTMENTS, RECLASSIFICATIONS,
REORGANIZATIONS OR CHANGES OF ITS CAPITAL OR BUSINESS STRUCTURE, TO MERGE OR
CONSOLIDATE OR TO DISSOLVE, LIQUIDATE, SELL OR TRANSFER ALL OR ANY PART OF ITS
BUSINESS OR ASSETS.
8.
RESTRICTIVE COVENANTS
(A)
NONDISCLOSURE AND NONUSE OF TRADE SECRETS. THE PARTICIPANT
ACKNOWLEDGES THAT HE HAS HAD AND WILL HAVE ACCESS TO CONFIDENTIAL INFORMATION OF
THE COMPANY AND ITS AFFILIATES (INCLUDING, BUT NOT LIMITED TO, CURRENT AND
PROSPECTIVE CONFIDENTIAL KNOW-HOW, SPECIALIZED TRAINING, CUSTOMER LISTS,
MARKETING PLANS, BUSINESS PLANS, FINANCIAL AND PRICING INFORMATION, AND
INFORMATION REGARDING ACQUISITIONS, MERGERS AND/OR JOINT VENTURES) CONCERNING
THE BUSINESS, CUSTOMERS, CLIENTS, CONTACTS, PROSPECTS, AND ASSETS OF THE COMPANY
AND ITS AFFILIATES THAT IS UNIQUE, VALUABLE AND NOT GENERALLY KNOWN OUTSIDE THE
COMPANY AND ITS AFFILIATES, AND THAT WAS OBTAINED FROM THE COMPANY OR AN
AFFILIATE OR WHICH WAS LEARNED AS A RESULT OF THE PERFORMANCE OF SERVICES BY THE
PARTICIPANT ON BEHALF OF THE COMPANY OR AN AFFILIATE ("TRADE SECRETS"). TRADE
SECRETS SHALL NOT INCLUDE ANY INFORMATION THAT: (I) IS NOW, OR HEREAFTER
BECOMES, THROUGH NO ACT OR FAILURE TO ACT ON THE PART OF THE PARTICIPANT THAT
CONSTITUTES A BREACH OF THIS SECTION 8, GENERALLY KNOWN OR AVAILABLE TO THE
PUBLIC; (II) IS KNOWN TO THE PARTICIPANT AT THE TIME SUCH INFORMATION WAS
OBTAINED FROM THE COMPANY OR AN AFFILIATE; (III) IS HEREAFTER FURNISHED WITHOUT
RESTRICTION ON DISCLOSURE TO THE PARTICIPANT BY A THIRD PARTY, OTHER THAN AN
EMPLOYEE OR AGENT OF THE COMPANY OR AN AFFILIATE, WHO IS NOT UNDER ANY
OBLIGATION OF CONFIDENTIALITY TO THE COMPANY OR AN AFFILIATE; (IV) IS DISCLOSED
WITH THE WRITTEN APPROVAL OF THE COMPANY OR AN AFFILIATE; OR (V) IS REQUIRED TO
BE DISCLOSED OR PROVIDED BY LAW, COURT ORDER, OR SIMILAR COMPULSION, INCLUDING
PURSUANT TO OR IN CONNECTION WITH ANY LEGAL PROCEEDING INVOLVING THE PARTIES
HERETO; PROVIDED HOWEVER, THAT SUCH DISCLOSURE SHALL BE LIMITED TO THE EXTENT SO
REQUIRED OR COMPELLED; AND PROVIDED FURTHER, HOWEVER, THAT IF THE PARTICIPANT IS
REQUIRED TO DISCLOSE SUCH CONFIDENTIAL INFORMATION, HE SHALL GIVE THE COMPANY
NOTICE OF SUCH DISCLOSURE AND COOPERATE IN SEEKING SUITABLE PROTECTIONS. OTHER
THAN IN THE COURSE OF PERFORMING SERVICES FOR THE COMPANY AND ITS AFFILIATES,
THE PARTICIPANT WILL NOT, AT ANY TIME, DIRECTLY OR INDIRECTLY USE, DIVULGE,
FURNISH OR MAKE ACCESSIBLE TO ANY PERSON ANY TRADE SECRETS, BUT INSTEAD WILL
KEEP ALL TRADE SECRETS STRICTLY AND ABSOLUTELY CONFIDENTIAL. THE PARTICIPANT
WILL DELIVER PROMPTLY TO THE COMPANY OR THE AFFILIATE THAT EMPLOYED THE
PARTICIPANT, AT THE TERMINATION OF HIS EMPLOYMENT OR AT ANY OTHER TIME AT THE
REQUEST OF THE COMPANY OR AN AFFILIATE, WITHOUT