IN CLAUSES (A) THROUGH (C) ABOVE, MEMBERS OF HIS FAMILY GROUP; AND
(II)
IN THE CASE OF A CORPORATION, (A) SUCH
CORPORATION, (B) ANY CORPORATION OR OTHER BUSINESS ORGANIZATION TO WHICH SUCH
CORPORATION SHALL SELL OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS ASSETS OR
WITH WHICH IT SHALL BE MERGED, (C)
7
ANY AFFILIATE OF SUCH CORPORATION, AND (D) WITH RESPECT TO ANY INDIVIDUAL
IDENTIFIED IN CLAUSES (A) THROUGH (C) ABOVE, MEMBERS OF HIS FAMILY GROUP.
(N)
FOR PURPOSES OF THIS AGREEMENT, "FAMILY
GROUP" SHALL MEAN AN INDIVIDUAL'S SPOUSE, ANCESTORS AND/OR DESCENDANTS (WHETHER
NATURAL OR ADOPTED) AND THE ESTATE OF AND ANY TRUST SOLELY FOR THE BENEFIT OF
SUCH INDIVIDUAL AND/OR THE INDIVIDUAL'S SPOUSE, ANCESTORS AND/OR DESCENDANTS.
(O)
FOR PURPOSES OF THIS AGREEMENT, "AFFILIATE"
SHALL MEAN WITH RESPECT TO ANY PERSON, (I) A DIRECTOR, OFFICER OR PARTNER OF
SUCH PERSON OR ANY PERSON IDENTIFIED IN CLAUSE (III) BELOW, (II) A SPOUSE,
PARENT, SIBLING OR DESCENDANT OF SUCH PERSON (OR A SPOUSE, PARENT, SIBLING OR
DESCENDANT OF ANY DIRECTOR OR EXECUTIVE OFFICER OF SUCH PERSON), AND (III) ANY
OTHER PERSON THAT, DIRECTLY OR INDIRECTLY, THROUGH ONE OR MORE INTERMEDIARIES,
CONTROLS, OR IS CONTROLLED BY, OR IS UNDER COMMON CONTROL WITH, SUCH PERSON.
THE TERM "CONTROL" INCLUDES, WITHOUT LIMITATION, THE POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OR
POLICIES OF A PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES, BY
CONTRACT OR OTHERWISE.
FOR THE AVOIDANCE OF DOUBT, THE "AFFILIATES" OF THE
COMPANY SHALL, WITHOUT LIMITATION, INCLUDE PARENT AND EACH DIRECT AND INDIRECT
SUBSIDIARY OF PARENT.
(P)
FOR PURPOSES OF THIS AGREEMENT, "PERSON"
SHALL BE CONSTRUED BROADLY AND SHALL INCLUDE, WITHOUT LIMITATION, AN INDIVIDUAL,
A PARTNERSHIP, A JOINT VENTURE, A CORPORATION, A TRUST, AN UNINCORPORATED
ORGANIZATION, A LIMITED LIABILITY COMPANY AND A GOVERNMENTAL ENTITY OR ANY
DEPARTMENT OR AGENCY THEREOF.
(Q)
UPON TERMINATION OF THE EMPLOYMENT PERIOD
FOR ANY REASON, EXECUTIVE SHALL BE DEEMED TO HAVE RESIGNED FROM ALL OFFICES AND
DIRECTORSHIPS, IF ANY, THEN HELD WITH THE COMPANY OR ANY OF ITS AFFILIATES.
5.
NONDISCLOSURE AND NONUSE OF
CONFIDENTIAL INFORMATION.
(A)
THE EXECUTIVE WILL NOT DISCLOSE TO A THIRD
PARTY OR USE FOR HIS PERSONAL BENEFIT OR FOR THE BENEFIT OF A THIRD PARTY, AT
ANY TIME, EITHER DURING THE EMPLOYMENT PERIOD OR THEREAFTER, ANY CONFIDENTIAL
INFORMATION (AS DEFINED BELOW) OF WHICH THE EXECUTIVE IS ON THE DATE HEREOF OR
HEREAFTER BECOMES AWARE, WHETHER OR NOT SUCH INFORMATION IS DEVELOPED BY HIM,
EXCEPT TO THE EXTENT THAT SUCH DISCLOSURE OR USE IS DIRECTLY RELATED TO AND
REQUIRED BY THE EXECUTIVE'S PERFORMANCE IN GOOD FAITH OF DUTIES ASSIGNED TO THE
EXECUTIVE BY THE COMPANY OR AS REQUIRED BY LAW OR NECESSARY FOR EXECUTIVE TO
ENFORCE HIS RIGHTS HEREUNDER.
THE EXECUTIVE WILL TAKE ALL REASONABLE AND
APPROPRIATE STEPS TO SAFEGUARD CONFIDENTIAL INFORMATION AND TO PROTECT IT
AGAINST DISCLOSURE, MISUSE, ESPIONAGE, LOSS AND THEFT.
THE EXECUTIVE SHALL
DELIVER TO THE COMPANY AT THE TERMINATION OF THE EMPLOYMENT PERIOD OR AT ANY
TIME THE