SECTION 6(B), OTHER
THAN THE ACCRUED BENEFITS. THE COMPANY SHALL BE ENTITLED TO REIMBURSEMENT FROM
THE EXECUTIVE OF ANY FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY
OR ON BEHALF OF THE COMPANY IN ENFORCING THE COMPANY'S RIGHTS UNDER THIS SECTION
9. BY ENTERING INTO THIS AGREEMENT, THE EXECUTIVE HEREBY CONSENTS TO A DEDUCTION
FROM ANY AMOUNTS THE COMPANY OWES TO EXECUTIVE FROM TIME TO TIME (INCLUDING
AMOUNTS OWED TO THE EXECUTIVE AS COMPENSATION AS WELL AS ANY OTHER AMOUNTS OWED
TO EXECUTIVE BY THE COMPANY), TO THE EXTENT OF ANY AMOUNTS THAT THE EXECUTIVE
OWES TO THE COMPANY UNDER THIS SECTION 9 AS A FORFEITURE FOLLOWING A PAYMENT TO
THE EXECUTIVE UNDER SECTION 6(B), OTHER THAN ACCRUED BENEFITS, TO WHICH HE IS NO
LONGER ENTITLED DUE TO SUCH VIOLATION. WHETHER OR NOT THE COMPANY ELECTS TO MAKE
ANY SET-OFF IN WHOLE OR IN PART, IF THE COMPANY DOES NOT RECOVER BY MEANS OF
SET-OFF THE FULL AMOUNT THE EXECUTIVE OWES TO THE COMPANY, THE EXECUTIVE AGREES
TO PAY IMMEDIATELY THE UNPAID BALANCE TO THE COMPANY.
13
10.
DISCLOSURE OF CONFIDENTIAL INFORMATION.
(A)
NONDISCLOSURE. WITHOUT THE CONSENT OF THE COMPANY, THE EXECUTIVE
SHALL NOT DISCLOSE TO ANY OTHER PERSON CONFIDENTIAL INFORMATION (AS DEFINED IN
PARAGRAPH (C) BELOW) CONCERNING THE COMPANY OR THE COMPANY'S TRADE SECRETS OF
WHICH THE EXECUTIVE HAS GAINED KNOWLEDGE DURING HIS EMPLOYMENT WITH THE COMPANY.
ANY TRADE SECRETS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR RELATED OR
AFFILIATED COMPANIES OR JOINT VENTURES WILL BE ENTITLED TO ALL OF THE
PROTECTIONS AND BENEFITS UNDER THE IOWA CODE ANNOTATED SECTION 550.1 THROUGH
550.8 AND ANY OTHER APPLICABLE LAW. IF ANY INFORMATION THAT THE COMPANY DEEMS TO
BE A TRADE SECRET IS FOUND BY A COURT OF COMPETENT JURISDICTION NOT TO BE A
TRADE SECRET FOR PURPOSES OF THIS AGREEMENT, SUCH INFORMATION WILL,
NEVERTHELESS, BE CONSIDERED CONFIDENTIAL INFORMATION FOR PURPOSES OF THIS
AGREEMENT. THE EXECUTIVE HEREBY WAIVES ANY REQUIREMENT THAT THE COMPANY SUBMIT
PROOF OF THE ECONOMIC VALUE OF ANY TRADE SECRET OR POST A BOND OR OTHER
SECURITY. NONE OF THE FOREGOING OBLIGATIONS AND RESTRICTIONS APPLY TO ANY PART
OF THE CONFIDENTIAL INFORMATION THAT THE EXECUTIVE DEMONSTRATES WAS OR BECAME
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY THE
EXECUTIVE. IN THE EVENT THAT THE EXECUTIVE IS REQUESTED OR REQUIRED TO MAKE
DISCLOSURE OF INFORMATION SUBJECT TO THIS SECTION 10 UNDER ANY COURT ORDER,
SUBPOENA OR OTHER JUDICIAL PROCESS, THEN, EXCEPT AS PROHIBITED BY LAW, THE
EXECUTIVE WILL PROMPTLY NOTIFY THE COMPANY, TAKE ALL REASONABLE STEPS REQUESTED
BY THE COMPANY TO DEFEND AGAINST THE COMPULSORY DISCLOSURE AND PERMIT THE
COMPANY TO CONTROL WITH COUNSEL OF ITS CHOICE ANY PROCEEDING RELATING TO THE
COMPULSORY DISCLOSURE. THE EXECUTIVE ACKNOWLEDGES THAT ALL INFORMATION, THE
DISCLOSURE OF WHICH IS PROHIBITED BY THIS SECTION, IS OF A CONFIDENTIAL AND
PROPRIETARY CHARACTER AND OF GREAT VALUE TO THE COMPANY AND ITS SUBSIDIARIES AND
AFFILIATES.
(B)
SAFEGUARD AND RETURN OF PROPRIETARY ITEMS. THE EXECUTIVE WILL NOT
REMOVE