PURSUANT TO THIS SECTION 8 FOLLOWING TERMINATION OF HIS EMPLOYMENT
SHALL BE IN FULL AND COMPLETE SATISFACTION OF THE EXECUTIVE'S RIGHTS UNDER THIS
AGREEMENT AND ANY OTHER CLAIMS HE MAY HAVE IN RESPECT OF HIS EMPLOYMENT BY
HOLDING OR THE COMPANY OR ANY OF THEIR AFFILIATES, OTHER THAN RIGHTS ARISING
UNDER ANY OTHER AGREEMENT, PLAN, PROGRAM OR ARRANGEMENT TO WHICH THE EXECUTIVE
IS A PARTY OR IS COVERED, INCLUDING BUT NOT LIMITED TO THOSE REFERRED TO IN
SECTION 4 OF THIS AGREEMENT.
SUCH AMOUNTS SHALL CONSTITUTE LIQUIDATED DAMAGES
WITH RESPECT TO ANY AND ALL SUCH RIGHTS AND CLAIMS BASED ON PROVISIONS OF THIS
AGREEMENT AND THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND, UPON THE
EXECUTIVE'S RECEIPT OF SUCH AMOUNTS, THE COMPANY SHALL BE FULLY RELEASED AND
DISCHARGED FROM ANY AND ALL LIABILITY TO THE EXECUTIVE IN CONNECTION WITH THIS
AGREEMENT OR OTHERWISE IN CONNECTION WITH THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY AND ITS SUBSIDIARIES, OTHER THAN AS EXCEPTED ABOVE.
9.
RESTRICTIVE COVENANTS.
(A)
CONFIDENTIALITY.
IN VIEW OF THE FACT THAT
THE EXECUTIVE'S WORK FOR THE COMPANY WILL BRING HIM INTO CLOSE CONTACT WITH MANY
CONFIDENTIAL AFFAIRS OF THE COMPANY, INFORMATION NOT READILY AVAILABLE TO THE
PUBLIC, AND ALSO THE COMPANY'S PLANS FOR FURTHER DEVELOPMENTS AND ACTIVITIES,
THE EXECUTIVE AGREES DURING THE EMPLOYMENT PERIOD AND THEREAFTER TO KEEP AND
RETAIN IN THE STRICTEST CONFIDENCE ALL CONFIDENTIAL MATTERS ("CONFIDENTIAL
INFORMATION") OF THE COMPANY AND ITS AFFILIATES, INCLUDING, BUT NOT LIMITED TO,
"KNOW HOW," FINANCIAL INFORMATION OR PLANS; TRACK RECORDS AND OTHER PERFORMANCE
DATA; SALES AND MARKETING INFORMATION OR PLANS; BUSINESS OR STRATEGIC PLANS;
SALARY, BONUS OR OTHER PERSONNEL INFORMATION; INFORMATION CONCERNING NEW OR
POTENTIAL PRODUCTS OR MARKETS; INFORMATION CONCERNING NEW OR POTENTIAL
INVESTORS, CUSTOMERS, CLIENTS OR SHAREHOLDERS; TRADE SECRETS; PRICING POLICIES;
OPERATIONAL METHODS; TECHNICAL PROCESSES; COMPUTER CODE; FORMULAE, INVENTIONS
AND RESEARCH PROJECTS; AND OTHER BUSINESS AFFAIRS OF THE COMPANY AND ITS
AFFILIATES, THAT THE EXECUTIVE MAY DEVELOP OR LEARN IN THE COURSE OF HIS
EMPLOYMENT, AND NOT TO DISCLOSE THEM TO ANYONE OUTSIDE OF THE COMPANY, EITHER
DURING OR AFTER HIS EMPLOYMENT WITH THE COMPANY, EXCEPT (A) IN GOOD FAITH, IN
THE COURSE OF PERFORMING HIS DUTIES UNDER THIS AGREEMENT, (B) WITH THE COMPANY'S
EXPRESS WRITTEN CONSENT (IT BEING UNDERSTOOD THAT CONFIDENTIAL INFORMATION SHALL
NOT BE DEEMED TO INCLUDE ANY INFORMATION THAT IS PUBLICLY DISCLOSED BY THE
COMPANY) OR (C) TO THE EXTENT DISCLOSURE IS COMPELLED BY A COURT OF COMPETENT
JURISDICTION, ARBITRATOR, AGENCY OR OTHER TRIBUNAL OR INVESTIGATIVE BODY IN
ACCORDANCE WITH ANY APPLICABLE STATUTE, RULE OR REGULATION (BUT ONLY TO THE
EXTENT ANY SUCH DISCLOSURE IS COMPELLED, AND NO FURTHER).
ON THE OCCASION OF
THE EXECUTIVE'S TERMINATION AS AN EMPLOYEE OF THE COMPANY, OR AT ANY TIME THE
COMPANY MAY SO REQUEST, THE EXECUTIVE WILL RETURN TO THE COMPANY ALL TANGIBLE
EMBODIMENTS (IN WHATEVER MEDIUM) RELATING TO CONFIDENTIAL INFORMATION THAT HE
MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
OWNERSHIP OF DEVELOPMENTS.
THE EXECUTIVE AGREES THAT THE COMPANY SHALL OWN
ALL RIGHT, TITLE AND INTEREST (INCLUDING PATENT RIGHTS, COPYRIGHTS,