AUTHORIZING SUCH MEDICAL DOCTOR OR SUCH OTHER HEALTH CARE SPECIALIST
TO DISCUSS EXECUTIVE'S CONDITION WITH THE COMPANY).
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL EXIST IF:
(I) THE COMPANY REDUCES THE AMOUNT OF EXECUTIVE'S BASE SALARY BELOW $800,000 OR
TARGET BONUS BELOW 100% OF EXECUTIVE'S BASE SALARY, AND (II) THE COMPANY
ADVERSELY CHANGES EXECUTIVE'S TITLES OR IMPAIRS OR REDUCES HIS RESPONSIBILITIES
MATERIALLY INCONSISTENT WITH THE POSITIONS HE HOLDS, IN EACH CASE WITHOUT THE
PRIOR WRITTEN CONSENT OF EXECUTIVE; PROVIDED THAT WRITTEN NOTICE OF EXECUTIVE'S
RESIGNATION FOR GOOD REASON MUST BE DELIVERED TO THE COMPANY WITHIN 30 DAYS
AFTER THE OCCURRENCE OF ANY SUCH EVENT IN ORDER FOR EXECUTIVE'S RESIGNATION WITH
GOOD REASON TO BE EFFECTIVE HEREUNDER.
6.
CONFIDENTIAL INFORMATION.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA
(INCLUDING TRADE SECRETS) OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY AND ITS
AFFILIATES, OR DURING THE CONSULTING PERIOD, CONCERNING THE BUSINESS OR AFFAIRS
OF THE COMPANY OR ANY OF ITS AFFILIATES ("CONFIDENTIAL INFORMATION") ARE THE
PROPERTY OF THE COMPANY OR SUCH AFFILIATE.
THEREFORE, EXECUTIVE AGREES THAT,
DURING THE EMPLOYMENT PERIOD AND THEREAFTER, HE SHALL NOT DISCLOSE TO ANY PERSON
OR ENTITY OR USE FOR HIS OWN PURPOSES ANY CONFIDENTIAL INFORMATION OR ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OF OTHER PERSONS OR ENTITIES IN THE
POSSESSION OF THE COMPANY AND ITS AFFILIATES ("THIRD PARTY INFORMATION"),
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS AND TO THE EXTENT THAT
THE CONFIDENTIAL INFORMATION OR THIRD PARTY INFORMATION BECOMES GENERALLY KNOWN
TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S
ACTS OR OMISSIONS.
EXECUTIVE SHALL DELIVER TO THE COMPANY AT THE TERMINATION OR
EXPIRATION OF THE EMPLOYMENT PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY
REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER FILES, DISKS
AND TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES
THEREOF) EMBODYING OR RELATING TO THIRD PARTY INFORMATION, CONFIDENTIAL
INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE COMPANY OR
ANY OTHER AFFILIATES WHICH HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
EXECUTIVE SHALL BE PROHIBITED FROM USING OR DISCLOSING ANY
CONFIDENTIAL INFORMATION OR TRADE SECRETS THAT EXECUTIVE MAY HAVE LEARNED
THROUGH ANY PRIOR EMPLOYMENT.
IF AT ANY TIME DURING THIS EMPLOYMENT WITH THE
COMPANY OR ANY AFFILIATE, EXECUTIVE BELIEVES HE IS BEING ASKED TO ENGAGE IN WORK
THAT WILL, OR WILL BE LIKELY TO, JEOPARDIZE ANY CONFIDENTIALITY OR
7
OTHER OBLIGATIONS EXECUTIVE MAY HAVE TO FORMER EMPLOYERS, EXECUTIVE SHALL
IMMEDIATELY ADVISE THE BOARD SO THAT EXECUTIVE'S DUTIES CAN BE MODIFIED
APPROPRIATELY.
EXECUTIVE REPRESENTS AND WARRANTS TO THE COMPANY THAT EXECUTIVE
TOOK NOTHING WITH HIM WHICH BELONGED TO ANY FORMER EMPLOYER WHEN EXECUTIVE LEFT
HIS PRIOR POSITION AND THAT EXECUTIVE HAS NOTHING THAT CONTAINS ANY INFORMATION
WHICH BELONGS TO ANY FORMER EMPLOYER.
IF AT ANY TIME EXECUTIVE DISCOVERS THIS
IS INCORRECT, EXECUTIVE SHALL PROMPTLY RETURN ANY SUCH MATERIALS TO EXECUTIVE'S
FORMER EMPLOYER.
THE COMPANY DOES NOT WANT ANY SUCH MATERIALS, AND EXECUTIVE
SHALL NOT