PROCURE IN ITS OWN NAME AND FOR ITS OWN
BENEFIT, LIFE INSURANCE ON THE LIFE OF THE EMPLOYEE IN ANY AMOUNT OR AMOUNTS
CONSIDERED ADVISABLE BY THE CORPORATION, AND THE EMPLOYEE SHALL SUBMIT TO ANY
MEDICAL OR OTHER EXAMINATION AND EXECUTE AND DELIVER ANY APPLICATION OR OTHER
INSTRUMENT IN WRITING, REASONABLY NECESSARY TO EFFECTUATE SUCH INSURANCE.
6.
CORPORATION PAYMENT OF HEALTH BENEFIT
COVERAGE.
DURING THE EMPLOYMENT TERM, THE CORPORATION SHALL PAY THE AMOUNT OF
PREMIUMS OR OTHER COST INCURRED FOR COVERAGE OF THE
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EMPLOYEE AND HIS ELIGIBLE SPOUSE AND DEPENDENT FAMILY MEMBERS UNDER THE
APPLICABLE CORPORATION HEALTH BENEFITS ARRANGEMENT (CONSISTENT WITH THE TERMS OF
SUCH ARRANGEMENT).
7.
VACATIONS AND LEAVE.
THE EMPLOYEE
SHALL BE ENTITLED TO FOUR WEEKS OF VACATION PER YEAR AND SUCH ADDITIONAL LEAVE
TIME AS IS CUSTOMARILY GRANTED TO THE OTHER EXECUTIVE OFFICERS OF THE
CORPORATION.
8.
NON-DISCLOSURE OF CONFIDENTIAL
INFORMATION.
THE EMPLOYEE ACKNOWLEDGES THAT AS A RESULT OF HIS EMPLOYMENT WITH
THE CORPORATION, HE WILL BE MAKING USE OF, ACQUIRING, AND/OR ADDING TO
CONFIDENTIAL INFORMATION OF A SPECIAL AND UNIQUE NATURE AND VALUE RELATING TO
SUCH MATTERS AS THE CORPORATION'S PATENTS, COPYRIGHTS, PROPRIETARY INFORMATION,
TRADE SECRETS, SYSTEMS, PROCEDURES, MANUALS, CONFIDENTIAL REPORTS, AND LISTS OF
CUSTOMERS (WHICH ARE DEEMED FOR ALL PURPOSES CONFIDENTIAL AND PROPRIETARY), AS
WELL AS THE NATURE AND TYPE OF SERVICES RENDERED BY THE CORPORATION, THE
EQUIPMENT AND METHODS USED AND PREFERRED BY THE CORPORATION'S CUSTOMERS, AND THE
FEES PAID BY THEM.
AS A MATERIAL INDUCEMENT TO THE CORPORATION TO ENTER INTO
THIS AGREEMENT AND TO PAY TO EMPLOYEE THE COMPENSATION STATED IN PARAGRAPH 4,
EMPLOYEE COVENANTS AND AGREES THAT HE SHALL NOT, AT ANY TIME DURING OR FOLLOWING
THE TERM OF HIS EMPLOYMENT, DIRECTLY OR INDIRECTLY DIVULGE OR DISCLOSE FOR ANY
PURPOSE WHATSOEVER ANY CONFIDENTIAL INFORMATION THAT HAS BEEN OBTAINED BY, OR
DISCLOSED TO, HIM AS A RESULT OF HIS EMPLOYMENT BY THE CORPORATION.
9.
COVENANTS AGAINST COMPETITION.
THE
EMPLOYEE ACKNOWLEDGES THAT THE SERVICES HE IS TO RENDER ARE OF A SPECIAL AND
UNUSUAL CHARACTER WITH A UNIQUE VALUE TO THE CORPORATION, THE LOSS OF WHICH
CANNOT ADEQUATELY BE COMPENSATED BY DAMAGES IN ACTION AT LAW.
IN VIEW OF THE
UNIQUE VALUE TO THE CORPORATION OF THE SERVICES OF EMPLOYEE BECAUSE OF THE
CONFIDENTIAL INFORMATION TO BE OBTAINED BY OR DISCLOSED TO EMPLOYEE, AS
HEREINABOVE SET FORTH, AND AS A MATERIAL INDUCEMENT TO THE CORPORATION TO ENTER
INTO THIS AGREEMENT AND TO PAY TO EMPLOYEE THE
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COMPENSATION STATED IN PARAGRAPH 4, EMPLOYEE COVENANTS AND AGREES THAT DURING
EMPLOYEE'S EMPLOYMENT AND FOR A PERIOD OF TWELVE MONTHS AFTER HE CEASES TO BE
EMPLOYED BY THE CORPORATION FOR ANY REASON, HE WILL NOT, EXCEPT AS OTHERWISE
AUTHORIZED BY THIS AGREEMENT, COMPETE WITH THE CORPORATION OR ANY AFFILIATE OF
THE CORPORATION, SOLICIT THE CORPORATION'S CUSTOMERS OR THE CUSTOMERS OF AN
AFFILIATE OR DIRECTLY OR INDIRECTLY SOLICIT FOR EMPLOYMENT ANY OF THE
CORPORATION'S EMPLOYEES.
FOR PURPOSES OF THIS PARAGRAPH:
(A)
THE TERM "COMPETE" MEANS ENGAGING IN THE
SAME OR ANY SIMILAR BUSINESS AS