ANY
PROPOSED DISALLOWANCE AND THE AMOUNT REQUIRED TO BE REIMBURSED BY EMPLOYEE SHALL
BE THE AMOUNT, AS FINALLY DETERMINED BY AGREEMENT OR OTHERWISE, WHICH IS
ACTUALLY DISALLOWED AS A DEDUCTION.
THIS LEGALLY ENFORCEABLE OBLIGATION IS IN
ACCORDANCE WITH THE PROVISIONS OF REVENUE RULING 69-115 AND IS FOR THE PURPOSE
OF ENTITLING EMPLOYEE TO A BUSINESS EXPENSE DEDUCTION FOR THE TAXABLE YEAR IN
WHICH THE REPAYMENT IS MADE TO THE COMPANY.
IN THIS MANNER, THE COMPANY SHALL
BE PROTECTED FROM HAVING TO BEAR THE ENTIRE BURDEN OF A DISALLOWED EXPENSE ITEM.
3.4
FRINGE BENEFITS.
DURING THE TERM OF EMPLOYEE'S EMPLOYMENT BY
COMPANY, EMPLOYEE SHALL BE ENTITLED TO PARTICIPATE IN THE RETIREMENT AND HEALTH
AND WELFARE BENEFITS OFFERED GENERALLY BY COMPANY TO ITS EMPLOYEES, TO THE
EXTENT THAT EMPLOYEE'S POSITION, TENURE, SALARY, HEALTH, AND OTHER
QUALIFICATIONS MAKE EMPLOYEE ELIGIBLE TO PARTICIPATE.
EMPLOYEE'S PARTICIPATION
IN SUCH BENEFITS SHALL BE SUBJECT TO THE TERMS OF THE APPLICABLE PLANS, AS THE
SAME MAY BE AMENDED FROM TIME TO TIME.
COMPANY DOES NOT GUARANTEE THE ADOPTION
OR CONTINUANCE OF ANY PARTICULAR EMPLOYEE BENEFIT DURING EMPLOYEE'S EMPLOYMENT,
AND NOTHING IN THIS AGREEMENT IS INTENDED TO, OR SHALL IN ANY WAY RESTRICT THE
RIGHT OF COMPANY, TO AMEND, MODIFY OR TERMINATE ANY OF ITS BENEFITS DURING THE
TERM OF THIS AGREEMENT.
EMPLOYEE ALSO WILL BE ENTITLED TO ALL NORMAL AND
CUSTOMARY PERQUISITES OF EMPLOYMENT, INCLUDING PAID-TIME-OFF, AVAILABLE TO
EMPLOYEES OF THE COMPANY AT EMPLOYEE'S LEVEL, SUBJECT TO THE STATED TERMS AND
CONDITIONS OF SUCH PERQUISITES.
4.
DISCLOSURE OF INFORMATION
4.1
EMPLOYEE ACKNOWLEDGES THAT HE WILL RECEIVE ACCESS TO CONFIDENTIAL
AND PROPRIETARY BUSINESS INFORMATION OR TRADE SECRETS ("CONFIDENTIAL
INFORMATION") ABOUT THE COMPANY, THAT THIS INFORMATION WAS OBTAINED BY THE
COMPANY AT GREAT EXPENSE AND IS ZEALOUSLY GUARDED BY THE COMPANY FROM
UNAUTHORIZED DISCLOSURE, AND THAT EMPLOYEE'S POSSESSION OF THIS SPECIAL
KNOWLEDGE IS DUE SOLELY TO EMPLOYEE'S EMPLOYMENT WITH THE COMPANY.
IN
RECOGNITION OF THE FOREGOING, EMPLOYEE WILL NOT AT ANY TIME DURING EMPLOYMENT OR
FOLLOWING TERMINATION OF EMPLOYMENT FOR ANY REASON, DISCLOSE, USE OR MAKE
OTHERWISE AVAILABLE TO ANY THIRD PARTY ANY CONFIDENTIAL INFORMATION RELATING TO
THE COMPANY'S BUSINESS, INCLUDING ITS PRODUCTS, PRODUCTION METHODS AND
DEVELOPMENT; MANUFACTURING AND BUSINESS METHODS AND TECHNIQUES; TRADE SECRETS,
DATA, SPECIFICATIONS, DEVELOPMENTS, INVENTIONS, ENGINEERING AND RESEARCH
ACTIVITY; MARKETING AND SALES STRATEGIES, INFORMATION AND TECHNIQUES; LONG AND
SHORT TERM PLANS; CURRENT AND PROSPECTIVE DEALER, CUSTOMER, VENDOR, SUPPLIER AND
DISTRIBUTOR LISTS, CONTACTS AND INFORMATION; FINANCIAL, PERSONNEL AND
INFORMATION SYSTEM INFORMATION; AND ANY OTHER INFORMATION CONCERNING THE
7
BUSINESS OF THE COMPANY WHICH IS NOT DISCLOSED TO THE GENERAL PUBLIC OR KNOWN IN
THE INDUSTRY, EXCEPT FOR DISCLOSURE NECESSARY IN THE COURSE OF EMPLOYEE'S DUTIES
FOR THE COMPANY.
4.2
UPON TERMINATION OF EMPLOYMENT WITH THE COMPANY, EMPLOYEE SHALL
DELIVER TO A DESIGNATED COMPANY REPRESENTATIVE ALL RECORDS, DOCUMENTS, HARDWARE,
SOFTWARE, AND ALL OTHER COMPANY PROPERTY IN WHATEVER FORM AND ALL COPIES THEREOF
IN EMPLOYEE'S POSSESSION.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT ALL SUCH
MATERIALS ARE THE SOLE PROPERTY OF THE COMPANY AND THAT EMPLOYEE WILL CERTIFY IN
WRITING