DATE OF TERMINATION, AND (III) ANY OTHER
AMOUNT DUE EMPLOYEE UNDER ANY OTHER PROGRAM OR PLAN OF THE COMPANY IN WHICH THE
EMPLOYEE PARTICIPATES.
(C)
IF EMPLOYEE'S EMPLOYMENT IS TERMINATED PURSUANT TO SECTIONS 6(E), OR 6(F),
THE COMPANY SHALL PAY TO EMPLOYEE HIS (A) ACCRUED AND UNPAID BASE SALARY THROUGH
THE DATE OF TERMINATION AND (B) A PAYMENT ( THE "SEVERANCE PAYMENT") EQUAL TO
THE SUM OF (I) EMPLOYEE'S THEN CURRENT BASE SALARY AND (II) THE AVERAGE OF THE
BONUS EARNED BY EMPLOYEE, IF ANY, IN EACH OF THE TWO FISCAL YEARS IMMEDIATELY
PRECEDING THE DATE OF TERMINATION; IF EMPLOYEE HAS BEEN EMPLOYED LESS THAN TWO
FISCAL YEARS, SUCH AVERAGE SHALL BE DEEMED TO BE $200,000.
THE PAYMENT
DESCRIBED IN CLAUSE (A) SHALL BE MADE AS SOON AS ADMINISTRATIVELY FEASIBLE
FOLLOWING THE DATE OF TERMINATION AND THE PAYMENT AS DESCRIBED IN CLAUSE (B)
SHALL BE PAID RATABLY IN ACCORDANCE WITH THE COMPANY'S CUSTOMARY PAYROLL
PRACTICES OVER THE ONE YEAR PERIOD FOLLOWING THE DATE OF TERMINATION.
NOTWITHSTANDING THE FORGOING OR ANYTHING TO THE CONTRARY SET FORTH HEREIN, THE
PAYMENT DESCRIBED IN CLAUSE (B) SHALL EQUAL AT LEAST $750,000.
(D)
NO MITIGATION.
ALL AMOUNTS DUE HEREUNDER SHALL BE PAID WITHOUT ANY
OBLIGATION TO MITIGATE AND SUCH AMOUNTS SHALL NOT BE REDUCED BY OR OFFSET BY ANY
OTHER AMOUNTS EARNED BY EMPLOYEE OR, OTHER THAN PURSUANT TO SECTION 11 (TO THE
EXTENT APPLICABLE), CLAIMS BY THE COMPANY.
9.
CONFIDENTIAL INFORMATION AND REMOVAL OF DOCUMENTS.
(A)
EMPLOYEE AGREES TO KEEP SECRET AND RETAIN IN THE STRICTEST CONFIDENCE ALL
CONFIDENTIAL INFORMATION WHICH RELATES TO THE COMPANY AND ANY OF ITS
AFFILIATES.
"CONFIDENTIAL INFORMATION" (A) MEANS INFORMATION (I) THAT IS
LEARNED BY EMPLOYEE FROM THE COMPANY OR ANY AFFILIATE BEFORE OR AFTER THE DATE
OF THIS AGREEMENT (OTHER THAN CONFIDENTIAL INFORMATION THAT WAS KNOWN BY
EMPLOYEE ON A NONCONFIDENTIAL BASIS PRIOR TO THE DISCLOSURE THEREOF); (II) THAT
IS COMMERCIALLY VALUABLE TO THE COMPANY AND (III) THAT IS NOT PUBLISHED OR OF
PUBLIC RECORD OR OTHERWISE GENERALLY KNOWN (OTHER THAN THROUGH FAILURE OF
EMPLOYEE TO FULLY PERFORM HIS OBLIGATIONS HEREUNDER), AND (B) INCLUDES, WITHOUT
LIMITATION, CUSTOMER LISTS, CLIENT LISTS, TRADE SECRETS, PRICING POLICIES AND
OTHER BUSINESS AFFAIRS OF THE COMPANY AND ANY OF ITS AFFILIATES.
EMPLOYEE
AGREES NOT TO DISCLOSE ANY SUCH CONFIDENTIAL INFORMATION TO ANYONE OUTSIDE THE
COMPANY OR ANY OF ITS AFFILIATES, WHETHER DURING OR AFTER HIS PERIOD OF SERVICE
WITH THE COMPANY, EXCEPT (X) AS SUCH DISCLOSURE MAY BE REQUIRED OR APPROPRIATE
IN CONNECTION WITH HIS SERVICE OR (Y) WHEN REQUIRED TO DO SO BY A COURT OF LAW,
BY ANY GOVERNMENTAL AGENCY OR BY ANY ADMINISTRATIVE OR LEGISLATIVE BODY
(INCLUDING A COMMITTEE THEREOF) WITH APPARENT JURISDICTION TO ORDER HIS TO
DIVULGE, DISCLOSE OR MAKE ACCESSIBLE SUCH INFORMATION.
EMPLOYEE AGREES TO GIVE
THE COMPANY ADVANCE WRITTEN NOTICE OF ANY DISCLOSURE PURSUANT TO CLAUSE (Y) OF
THE PRECEDING SENTENCE AND TO COOPERATE WITH ANY EFFORTS BY THE COMPANY TO LIMIT
THE EXTENT OF SUCH DISCLOSURE.
6
(B)
ALL RECORDS, FILES, DRAWINGS, DOCUMENTS, MODELS, EQUIPMENT,