HEREUNDER WITHOUT CAUSE, EXECUTIVE SHALL BE ENTITLED TO CONTINUED PAYMENT OF THE
RETAINER, FINAL PAYMENT AND OTHER PAYMENTS PROVIDED HEREIN IN ACCORDANCE WITH
THE TERMS OF THIS AGREEMENT THAT WOULD HAVE APPLIED IN THE ABSENCE OF SUCH
TERMINATION.
10.
CONFIDENTIAL INFORMATION; INVENTIONS OF PATENTS.
(A)
EXECUTIVE ACKNOWLEDGES AND AGREES THAT, AS A RESULT OF EXECUTIVE'S
PAST, CURRENT OR FUTURE EMPLOYMENT OR CONSULTING RELATIONSHIP WITH AND
ENGAGEMENT BY THE COMPANY OR ANY OF ITS SUBSIDIARIES (THE "COMPANY GROUP"),
EXECUTIVE MAY DEVELOP, OBTAIN, OR LEARN ABOUT (OR MAY HAVE DEVELOPED, OBTAINED
OR LEARNED ABOUT) CONFIDENTIAL INFORMATION (AS DEFINED BELOW), AND THE SUCCESS
OF THE COMPANY GROUP DEPENDS UPON THE USE AND PROTECTION OF SUCH INFORMATION.
FOR PURPOSES HEREOF, "CONFIDENTIAL INFORMATION" MEANS ANY PROPRIETARY
INFORMATION, DATA, IDEAS, CONCEPTS, DISCOVERIES, TRADE SECRETS, INVENTIONS
(WHETHER OR NOT PATENTABLE OR REDUCED TO PRACTICE), INNOVATIONS, IMPROVEMENTS,
KNOW-HOW, DEVELOPMENTS, MANUFACTURING AND PRODUCTION AND OTHER TECHNIQUES,
METHODS, PROCESSES, TREATMENTS, DRAWINGS, SKETCHES, SPECIFICATIONS, DESIGNS,
PLANS, PATTERNS, MODELS, WORKS (INCLUDING COMPANY WORKS (AS DEFINED BELOW)),
PLANS AND STRATEGIES, AND ALL OTHER INTELLECTUAL PROPERTY AND CONFIDENTIAL OR
PROPRIETARY INFORMATION IN ANY FORM OR MEDIUM (WHETHER MERELY REMEMBERED OR
EMBODIED IN A TANGIBLE OR INTANGIBLE FORM OR MEDIUM) WHETHER NOW OR HEREAFTER
EXISTING, RELATING TO OR ARISING FROM THE PAST, CURRENT OR POTENTIAL BUSINESS,
ACTIVITIES AND/OR OPERATIONS OF ANY MEMBER OF THE COMPANY GROUP, INCLUDING ANY
SUCH INFORMATION RELATING TO OR CONCERNING FINANCES, SALES, MARKETING,
ADVERTISING, TRANSITION, PROMOTIONS, PRICING, PERSONNEL, CUSTOMERS, SUPPLIERS,
VENDORS, RAW MATERIAL SOURCES, PARTNERS AND/OR COMPETITORS. NOTWITHSTANDING THE
FOREGOING, "CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE SUCH PORTIONS OF ANY
INFORMATION THAT ARE OR BECOME GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE
PUBLIC OTHER THAN AS A RESULT OF ANY ACT OR OMISSION BY EXECUTIVE OR OTHERWISE
AS A RESULT OF EXECUTIVE'S BREACH OF ANY PROVISION OF THIS AGREEMENT.
(B)
EXECUTIVE SHALL NOT DISCLOSE OR USE FOR EXECUTIVE'S OWN ACCOUNT ANY
OF THE CONFIDENTIAL INFORMATION, EXCEPT AS NECESSARY FOR THE PERFORMANCE OF
EXECUTIVE'S DUTIES UNDER THIS AGREEMENT, WITHOUT THE PRIOR WRITTEN CONSENT OF
THE CEO, UNLESS AND TO THE EXTENT THAT ANY CONFIDENTIAL INFORMATION IS REQUIRED
TO BE DISCLOSED PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER; PROVIDED THAT IF
EXECUTIVE IS REQUESTED OR REQUIRED (BY ORAL QUESTION OR REQUEST FOR INFORMATION
OR DOCUMENTS IN ANY LEGAL PROCEEDING, INTERROGATORY, SUBPOENA, CIVIL
INVESTIGATIVE DEMAND, OR SIMILAR PROCESS) TO DISCLOSE ANY CONFIDENTIAL
INFORMATION, THEN EXECUTIVE SHALL (IF SO PERMITTED) NOTIFY THE COMPANY PROMPTLY
OF THE REQUEST OR REQUIREMENT IN WRITING SO THAT THE COMPANY MAY SEEK AN
APPROPRIATE PROTECTIVE ORDER (AT THE COMPANY'S SOLE EXPENSE) OR WAIVE COMPLIANCE
WITH THE PROVISIONS OF THIS SECTION 10(B).
IF, IN THE ABSENCE OF A PROTECTIVE
ORDER OR THE RECEIPT OF A WAIVER HEREUNDER, EXECUTIVE IS, ON THE ADVICE OF
EXECUTIVE'S COUNSEL, COMPELLED TO DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY
PERSON OR TRIBUNAL OR ELSE STAND LIABLE FOR CONTEMPT, EXECUTIVE MAY DISCLOSE THE
CONFIDENTIAL INFORMATION TO SUCH PERSON OR TRIBUNAL; PROVIDED THAT EXECUTIVE
SHALL USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN, AT THE REQUEST AND
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