PAYMENT; PROVIDED,
HOWEVER, EXECUTIVE SHALL RECEIVE NO PAYMENT UNDER (A) OR (B) UPON A TERMINATION
BY THE LIN COMPANIES FOR CAUSE; AND (V) ANY COMPENSATION PREVIOUSLY EARNED BUT
DEFERRED BY EXECUTIVE (TOGETHER WITH INTEREST, TO THE EXTENT AND IN THE MANNER
APPLICABLE PURSUANT TO TERMS AND SUBJECT TO THE CONDITIONS OF SECTION 9(C))
PRIOR TO THE DATE OF TERMINATION THAT HAS NOT YET BEEN PAID.
10.
NON-DISCLOSURE.
(A)
EXECUTIVE ACKNOWLEDGES THAT DURING THE PERIOD OF HIS EMPLOYMENT WITH THE
COMPANY DURING THE SERVICE PERIOD HE WILL HAVE, ACCESS TO TRADE SECRETS AND
OTHER CONFIDENTIAL OR PROPRIETARY INFORMATION OF THE LIN COMPANIES AND THEIR
RESPECTIVE AFFILIATES AND SUBSIDIARIES ("CONFIDENTIAL INFORMATION"). EXECUTIVE
ACKNOWLEDGES THAT AS USED HEREIN, CONFIDENTIAL INFORMATION INCLUDES, BUT IS NOT
LIMITED TO, ALL METHODS, PROCESSES, TECHNIQUES, PRACTICES, PRICING INFORMATION,
BILLING HISTORIES, CUSTOMER LISTS OR REQUIREMENTS, EMPLOYEE LISTS, SALARY
INFORMATION, PERSONNEL MATTERS, FINANCIAL DATA, OPERATING RESULTS, PLANS,
CONTRACTUAL RELATIONSHIPS, PROJECTIONS FOR NEW BUSINESS OPPORTUNITIES FOR NEW OR
DEVELOPING BUSINESSES, RESEARCH, REPORTS, AND TECHNOLOGICAL INNOVATIONS IN ANY
STAGE OF DEVELOPMENT. CONFIDENTIAL INFORMATION ALSO INCLUDES, BUT IS NOT LIMITED
TO, ALL NOTES, RECORDS, SOFTWARE, DRAWINGS, HANDBOOKS, MANUALS, POLICIES,
CONTRACTS, MEMORANDA, SALES FILES, OR ANY OTHER DOCUMENTS GENERATED OR COMPILED
BY ANY EMPLOYEE OF THE LIN COMPANIES OR ANY OF ITS RESPECTIVE AFFILIATES OR
SUBSIDIARIES. NOTWITHSTANDING THE FOREGOING, CONFIDENTIAL INFORMATION SHALL NOT
INCLUDE ANY DATA OR INFORMATION THAT HAS BEEN VOLUNTARILY DISCLOSED TO THE
PUBLIC OR THE LIN COMPANIES' RESPECTIVE COMPETITORS BY EITHER OF THE LIN
COMPANIES (EXCEPT WHERE SUCH PUBLIC DISCLOSURE HAS BEEN MADE BY EXECUTIVE OR
ANOTHER WITHOUT AUTHORIZATION) OR THAT HAS BEEN INDEPENDENTLY DEVELOPED AND
DISCLOSED BY OTHERS, OR THAT OTHERWISE ENTERS THE PUBLIC DOMAIN THROUGH LAWFUL
MEANS.
7
(B)
EXECUTIVE AGREES THAT, BOTH DURING THE SERVICE PERIOD AND AFTER THE
TERMINATION OF HIS EMPLOYMENT HEREUNDER FOR ANY REASON, HE WILL USE HIS
REASONABLE BEST EFFORTS AND UTMOST DILIGENCE TO PRESERVE, PROTECT, AND PREVENT
THE DISCLOSURE OF SUCH CONFIDENTIAL INFORMATION, AND THAT HE WILL NOT, EITHER
DIRECTLY OR INDIRECTLY, USE, MISAPPROPRIATE, DISCLOSE OR AID ANY OTHER PERSON IN
DISCLOSING SUCH CONFIDENTIAL INFORMATION, UNLESS DONE SO ON BEHALF OF THE LIN
COMPANIES OR TO THE EXTENT REQUIRED BY LAW.
(C)
ALL CONFIDENTIAL INFORMATION IS, AND SHALL REMAIN, THE EXCLUSIVE PROPERTY
OF THE LIN COMPANIES, AND EXECUTIVE HEREBY COVENANTS AND AGREES THAT HE SHALL
PROMPTLY RETURN ALL SUCH INFORMATION TO THE LIN COMPANIES UPON TERMINATION OF
THIS AGREEMENT OR AT ANY OTHER TIME WHEN REQUESTED BY THE LIN COMPANIES.
11.
NON-COMPETITION.
(A)
DURING THE SERVICE PERIOD AND FOR ONE (1) YEAR AFTER THE TERMINATION OF
THIS AGREEMENT FOR ANY REASON, WHETHER WITH OR WITHOUT CAUSE OR WHETHER UPON
RESIGNATION WITH OR WITHOUT GOOD REASON, EXECUTIVE SHALL NOT COMPETE (AS
HEREINAFTER DEFINED) WITH ANY MATERIAL BUSINESS THEN CONDUCTED BY THE LIN
COMPANIES OR THEIR RESPECTIVE AFFILIATES OR SUBSIDIARIES (COLLECTIVELY, "LIN")
WITHOUT THE PRIOR WRITTEN CONSENT OF THE LIN COMPANIES; EXCEPT THAT,
NOTWITHSTANDING THIS SECTION 11, EXECUTIVE MAY PERFORM ANY DUTIES ON BEHALF OF
THE LIN COMPANIES AS THE BOARD OF PARENT SHALL