CEASE DOING BUSINESS WITH THE CORPORATION; OR
(C)
DIRECTLY OR INDIRECTLY SOLICIT OR INDUCE OR
ATTEMPT TO SOLICIT OR INDUCE ANY OFFICER, EMPLOYEE OR AGENT OF THE CORPORATION
WHO IS AN OFFICER, EMPLOYEE OR AGENT OF THE CORPORATION AS OF THE EFFECTIVE DATE
OF EXECUTIVE'S TERMINATION OF EMPLOYMENT TO CEASE EMPLOYMENT OR ASSOCIATION WITH
THE CORPORATION.
SECTION 6.
CONFIDENTIAL INFORMATION.
EXECUTIVE RECOGNIZES THAT, AS
A RESULT OF HIS EMPLOYMENT BY THE CORPORATION, HE WILL GAIN POSSESSION OF
CONFIDENTIAL INFORMATION AS DEFINED BELOW. ACCORDINGLY, EXECUTIVE AGREES AS
FOLLOWS:
(A)
EXECUTIVE SHALL NOT AT ANY TIME DURING OR
AFTER TERMINATION OF THIS AGREEMENT, IN ANY FORM OR MANNER, WHETHER DIRECTLY OR
INDIRECTLY, DISCLOSE OR COMMUNICATE ANY CONFIDENTIAL INFORMATION TO ANY THIRD
PARTY, OR OTHERWISE UTILIZE ANY CONFIDENTIAL INFORMATION FOR EXECUTIVE'S BENEFIT
OR FOR THE BENEFIT OF ANY THIRD PARTY. FOR PURPOSES OF THIS AGREEMENT,
"CONFIDENTIAL INFORMATION" SHALL INCLUDE, ANY FINANCIAL DATA, BUSINESS PLANS AND
STRATEGIES, AND LISTS OF ACTUAL OR POTENTIAL CUSTOMERS OF THE CORPORATION AND
INFORMATION CONCERNING RELATIONSHIPS THEREWITH, ANY OF WHICH (I) DERIVES
INDEPENDENT ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING GENERALLY KNOWN
TO THE PUBLIC AND (II) IS THE SUBJECT OF EFFORTS THAT ARE REASONABLY UNDER THE
CIRCUMSTANCES TO MAINTAIN ITS SECRECY. "CONFIDENTIAL INFORMATION" SHALL ALSO
INCLUDE ANY INFORMATION CONCERNING A THIRD PARTY THAT HAS BEEN DISCLOSED TO THE
CORPORATION IN CONFIDENCE WHICH THE CORPORATION HAS AN OBLIGATION TO TREAT AS
CONFIDENTIAL.
(B)
EXECUTIVE SHALL, IMMEDIATELY FOLLOWING A
REQUEST FROM THE CORPORATION, RETURN TO THE CORPORATION, WITHOUT RETAINING
COPIES, ALL TANGIBLE ITEMS OF CORPORATION PROPERTY WHICH ARE OR WHICH CONTAIN
CONFIDENTIAL INFORMATION. EXECUTIVE SHALL DESTROY ANY CONFIDENTIAL INFORMATION
STORED IN ELECTRONIC, MAGNETIC, OR OTHER MECHANICAL MEDIUM.
SECTION 7.
SPECIFIC PERFORMANCE.
EXECUTIVE ACKNOWLEDGES THAT THE
RESTRICTIONS CONTAINED IN SECTIONS 5 AND 6 ARE REASONABLE AND NECESSARY FOR THE
PROTECTION OF THE LEGITIMATE BUSINESS INTERESTS OF THE CORPORATION AND THAT ANY
VIOLATION OF THESE RESTRICTIONS WOULD CAUSE SUBSTANTIAL INJURY TO THE
CORPORATION AND WOULD CAUSE IRREPARABLE HARM TO THE CORPORATION, AND THAT THE
CORPORATION WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITH EXECUTIVE WITHOUT
RECEIVING THE ADDITIONAL CONSIDERATION OFFERED BY THE EXECUTIVE IN BINDING
HIMSELF TO THESE RESTRICTIONS AND THAT SUCH RESTRICTIONS WERE A MATERIAL
INDUCEMENT TO THE CORPORATION TO ENTER INTO THIS AGREEMENT.
BY REASON OF THE
FOREGOING, EXECUTIVE CONSENTS AND AGREES THAT IF HE VIOLATES ANY PROVISION OF
SECTION 5 OR 6 OF THIS AGREEMENT, THE CORPORATION SHALL BE ENTITLED, IN ADDITION
TO ANY OTHER RIGHTS AND REMEDIES THAT IT MAY HAVE, TO APPLY TO ANY COURT OF
COMPETENT JURISDICTION FOR SPECIFIC PERFORMANCE AND/OR INJUNCTIVE OR OTHER
EQUITABLE RELIEF IN ORDER TO ENFORCE, OR PREVENT ANY CONTINUING VIOLATION OF,
THE PROVISIONS OF SUCH SECTION. IN THE EVENT EXECUTIVE BREACHES SECTION 5 OF
THIS AGREEMENT AND THE CORPORATION BRINGS LEGAL ACTION FOR INJUNCTIVE OR OTHER
RELIEF, THE CORPORATION SHALL NOT, AS A RESULT OF THE TIME INVOLVED IN OBTAINING
SUCH RELIEF, BE DEPRIVED OF THE BENEFIT OF THE FULL RESTRICTED PERIOD.
ACCORDINGLY, THE RESTRICTED PERIOD SHALL BE DEEMED TO