BENEFITS.
IN THE CASE OF ANY OF THE TERMINATIONS
DESCRIBED IN THIS SECTION 9 ABOVE, THE EXECUTIVE (OR HIS ESTATE) SHALL ALSO BE
ENTITLED TO:
(I)
THE BALANCE OF ANY ANNUAL BONUSES DUE FOR CALENDAR YEARS WHICH
HAVE BEEN COMPLETED AND TO WHICH HE IS ENTITLED, PURSUANT TO THE TERMS OF THE
BONUS PLANS, TO RECEIVE, BUT WHICH HAVE NOT YET BEEN PAID; PROVIDED, HOWEVER,
THAT IN THE EVENT THAT THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BETWEEN THE END
OF ANY GIVEN CALENDAR YEAR BUT PRIOR TO THE DATE THE ANNUAL BONUS WOULD
OTHERWISE BE PAID IN RESPECT OF SUCH YEAR PURSUANT TO THE BONUS PLANS, THE
EXECUTIVE SHALL ALSO BE ENTITLED TO SUCH UNPAID ANNUAL BONUS, NOTWITHSTANDING
ANY TERMS OF THE BONUS PLANS TO THE CONTRARY; AND PROVIDED, FURTHER, THAT UPON A
TERMINATION FOR CAUSE OR A VOLUNTARY TERMINATION, NO DISCRETIONARY PORTION OF
ANY THEN UNPAID ANNUAL BONUS SHALL BE PAID;
9
(II)
ANY EXPENSE REIMBURSEMENTS DUE THE EXECUTIVE UNDER SECTIONS 8 AND
9 OF THIS AGREEMENT;
(III)
PAYMENT OF THE EXECUTIVE'S ACCRUED BUT UNUSED VACATION DAYS, IF
ANY, FOR THE YEAR IN WHICH SUCH TERMINATION OCCURS, WHICH SHALL BE PAYABLE IN
ACCORDANCE WITH THE COMPANY'S POLICIES APPLICABLE TO SENIOR EXECUTIVE OFFICERS;
AND
(IV)
OTHER BENEFITS, IF ANY, IN ACCORDANCE WITH APPLICABLE BENEFIT
PLANS AND PROGRAMS OF THE COMPANY.
(I)
NO MITIGATION; NO OFFSET.
IN THE EVENT OF ANY TERMINATION OF EMPLOYMENT
UNDER THIS SECTION 9, THE EXECUTIVE SHALL BE UNDER NO OBLIGATION TO SEEK OTHER
EMPLOYMENT AND THERE SHALL BE NO OFFSET AGAINST AMOUNTS DUE THE EXECUTIVE UNDER
THIS AGREEMENT ON ACCOUNT OF ANY REMUNERATION ATTRIBUTABLE TO ANY SUBSEQUENT
EMPLOYMENT THAT HE MAY OBTAIN.
(J)
NATURE OF PAYMENTS.
ANY AMOUNTS DUE UNDER THIS SECTION 9 ARE IN THE NATURE
OF SEVERANCE PAYMENTS CONSIDERED TO BE REASONABLE BY THE COMPANY AND THE
EXECUTIVE AND ARE NOT IN THE NATURE OF A PENALTY.
10.
CONFIDENTIALITY.
(A)
THE EXECUTIVE AGREES THAT HE WILL NOT, AT ANY TIME DURING THE TERM OF
EMPLOYMENT AND, ON AND AFTER THE TIME OF THE TERMINATION OF HIS EMPLOYMENT WITH
THE COMPANY, WHETHER AT THE INSISTENCE OF THE EXECUTIVE OR THE COMPANY, AND
REGARDLESS OF THE REASONS THEREFOR, DISCLOSE OR USE ANY TRADE SECRET,
PROPRIETARY OR CONFIDENTIAL INFORMATION OF THE COMPANY OR ANY SUBSIDIARY OR
AFFILIATE OF THE COMPANY, OBTAINED DURING THE COURSE OF HIS EMPLOYMENT, EXCEPT
AS REQUIRED IN THE COURSE OF SUCH EMPLOYMENT (AS DETERMINED IN GOOD FAITH BY THE
EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER) OR WITH
THE WRITTEN PERMISSION OF THE COMPANY OR, AS APPLICABLE, ANY SUBSIDIARY OR
AFFILIATE OF THE COMPANY OR AS MAY BE REQUIRED BY LAW, PROVIDED THAT, IF THE
EXECUTIVE RECEIVES LEGAL PROCESS WITH REGARD TO DISCLOSURE OF SUCH INFORMATION,
HE SHALL PROMPTLY NOTIFY THE COMPANY AND COOPERATE WITH THE COMPANY IN SEEKING A
PROTECTIVE ORDER (COLLECTIVELY, "CONFIDENTIAL INFORMATION").
CONFIDENTIAL
INFORMATION SHALL NOT INCLUDE INFORMATION THAT IS PUBLIC KNOWLEDGE OR THAT IS
OTHERWISE GENERALLY KNOWN IN THE INDUSTRY, SO LONG AS SUCH PUBLIC KNOWLEDGE