INCOME TAX ON SUCH ADDITIONAL AMOUNT, SHALL BE EQUAL TO THE
AMOUNT THAT THE EXECUTIVE WOULD HAVE RECEIVED IF SUCH PARACHUTE TAX WERE NOT
APPLICABLE.
SECTION
8.
CONFIDENTIAL INFORMATION AND
INVENTIONS.
A.
NONDISCLOSURE.
THE EXECUTIVE HEREBY
ACKNOWLEDGES THAT THE EXECUTIVE HAS KNOWLEDGE OF CERTAIN CONFIDENTIAL AND
PROPRIETARY INFORMATION RELATING TO COMPANY, PSI OR THEIR AFFILIATES AND THAT IT
WILL BE NECESSARY, IN CONNECTION WITH THE PERFORMANCE OF SERVICES HEREUNDER, TO
PROVIDE OR MAKE AVAILABLE TO THE EXECUTIVE CERTAIN CONFIDENTIAL AND PROPRIETARY
INFORMATION, INCLUDING, BUT NOT LIMITED TO, BUSINESS AND FINANCIAL INFORMATION,
TECHNOLOGICAL INFORMATION, STRATEGIES, THE STATUS AND CONTENT OF CONTRACTS WITH
SUPPLIERS OR CLIENTS, CUSTOMER LISTS AND FINANCIAL INFORMATION ON CUSTOMERS,
INTELLECTUAL PROPERTY, TRADE SECRETS AND OTHER INFORMATION RELATING TO THE
BUSINESSES, PRODUCTS, TECHNOLOGY, SERVICES, CUSTOMERS, METHODS OR TACTICS OF THE
COMPANY, PSI OR ITS AFFILIATES (ANY SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION
BEING HEREINAFTER REFERRED TO AS "CONFIDENTIAL INFORMATION").
THE EXECUTIVE
FURTHER ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION CONSTITUTES VALUABLE
TRADE SECRETS OF COMPANY, PSI AND ITS AFFILIATES AND AGREES THAT ANY SUCH
CONFIDENTIAL INFORMATION SHALL REMAIN THE PROPERTY OF THE COMPANY, PSI AND THEIR
AFFILIATES AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND FOLLOWING THE
EXPIRATION OR TERMINATION HEREOF.
THE EXECUTIVE SHALL NOT PUBLISH, DISSEMINATE,
DISTRIBUTE, DISCLOSE, SELL, ASSIGN, TRANSFER, COPY, REMOVE FROM THE PREMISES OF
THE COMPANY, PSI OR THEIR AFFILIATES, COMMERCIALLY EXPLOIT, MAKE AVAILABLE TO
OTHERS, OR OTHERWISE MAKE USE OF ANY CONFIDENTIAL INFORMATION TO OR FOR THE USE
OR BENEFIT OF THE EXECUTIVE OR ANY OTHER PERSON, FIRM, CORPORATION OR ENTITY,
EXCEPT AS SPECIFICALLY AND PREVIOUSLY AUTHORIZED IN WRITING BY THE BOARD OR AS
REQUIRED FOR THE DUE AND PROPER PERFORMANCE OF HIS DUTIES AND OBLIGATIONS UNDER
THIS AGREEMENT.
IN ADDITION, THE EXECUTIVE SHALL EMPLOY ALL NECESSARY
SAFEGUARDS AND PRECAUTIONS IN ORDER TO ENSURE THAT UNAUTHORIZED ACCESS TO THE
CONFIDENTIAL INFORMATION IS NOT AFFORDED TO ANY PERSON, FIRM, CORPORATION OR
ENTITY.
UPON ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, OR IF THE BOARD
OR THE COMPANY SO REQUESTS AT ANY TIME, THE EXECUTIVE SHALL PROMPTLY RETURN TO
THE COMPANY, PSI AND THEIR AFFILIATES ALL CONFIDENTIAL INFORMATION IN THE
EXECUTIVE'S POSSESSION, WHETHER IN WRITING, ON COMPUTER DISKS OR OTHER MEDIA,
WITHOUT RETAINING ANY COPIES, EXTRACTS OR OTHER REPRODUCTIONS THEREOF.
NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THIS SECTION 8(A) SHALL
PREVENT THE PUBLISHING, DISSEMINATION, DISTRIBUTION, DISCLOSURE, SALE,
ASSIGNMENT, TRANSFER, COPYING, REMOVAL, COMMERCIAL EXPLOITATION OR OTHER USE BY
THE EXECUTIVE OF ANY INFORMATION THAT (I) IS GENERALLY AVAILABLE TO THE PUBLIC
(OTHER THAN THROUGH A BREACH OF AN OBLIGATION OF CONFIDENTIALITY, OR (II) IS
LAWFULLY OBTAINED BY THE EXECUTIVE WITHOUT OBLIGATION OF CONFIDENTIALITY FROM A
SOURCE OTHER THAN THE COMPANY, PSI OR ITS AFFILIATES, DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES (PROVIDED, HOWEVER, THAT SUCH SOURCE
IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT WITH THE COMPANY, PSI OR ANY OF ITS
AFFILIATES AND IS NOT OTHERWISE UNDER AN OBLIGATION OF SECRECY OR
CONFIDENTIALITY TO EITHER OF THEM).
B.
REQUESTS FOR DISCLOSURE.
IT SHALL NOT BE
A BREACH