PUBLIC DOMAIN (WHETHER CONSTITUTING A TRADE SECRET OR NOT AND WHETHER IN
TANGIBLE FORM OR INTANGIBLE FORM) OR WHICH THE PARENT OR ITS CONTROLLED
AFFILIATES, INCLUDING THE COMPANY, HAVE TAKEN REASONABLE MEASURES TO PROTECT,
INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
BUSINESS METHODS, BUSINESS PLANS,
DATA BASES, COMPUTER PROGRAMS, DESIGNS, MODELS, OPERATING PROCEDURES, FINANCIAL
INFORMATION; SUPPLY AND SERVICE INFORMATION; MARKETING INFORMATION; PERSONNEL
INFORMATION; CUSTOMER INFORMATION; CUSTOMER PRODUCT, RESEARCH AND DEVELOPMENT
OPERATIONS, GAME, BRANDING, AND PRICING STRATEGIES (INCLUDING PRICES, COSTS,
SALES AND TERMS), PROCESSES, TECHNIQUES; AND ALL OTHER INFORMATION WITH RESPECT
TO ANY CORPORATE AFFAIRS THAT PARENT OR ANY OF ITS CONTROLLED
15
AFFILIATES TREAT OR HAVE AGREED TO TREAT AS CONFIDENTIAL, WHETHER OWNED,
DEVELOPED OR POSSESSED BY THE PARENT OR ITS CONTROLLED AFFILIATES, INCLUDING THE
COMPANY.
(B)
DURING THE TERM OF HIS EMPLOYMENT UNDER THIS
AGREEMENT, AND THEREAFTER DURING THE SEVERANCE PAYMENT PERIOD (BUT, IN NO EVENT,
LONGER THAN TWO (2) YEARS AFTER THE TERM OF THIS AGREEMENT), THE EXECUTIVE WILL
NOT USE OR DISCLOSE, FURNISH OR MAKE ACCESSIBLE TO ANYONE ANY CONFIDENTIAL
INFORMATION, EXCEPT (I) IN THE COURSE OF PERFORMING HIS DUTIES FOR THE COMPANY
OR ITS AFFILIATES, (II) WITH THE COMPANY'S EXPRESS WRITTEN CONSENT, (III) TO THE
EXTENT THAT ANY SUCH INFORMATION GENERALLY IS IN THE PUBLIC DOMAIN OTHER THAN AS
A RESULT OF HIS BREACH OF ANY OF HIS OBLIGATIONS HEREUNDER, OR (IV) WHERE
REQUIRED TO BE DISCLOSED BY COURT ORDER, SUBPOENA OR OTHER GOVERNMENT PROCESS.
(C)
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS SECTION 15, IN THE EVENT THAT THE EXECUTIVE IS REQUIRED TO
DISCLOSE ANY CONFIDENTIAL INFORMATION BY COURT ORDER OR DECREE OR IN COMPLIANCE
WITH THE RULES AND REGULATIONS OF A GOVERNMENTAL AGENCY OR IN COMPLIANCE WITH
LAW, THE EXECUTIVE WILL PROVIDE THE COMPANY WITH PROMPT NOTICE OF SUCH REQUIRED
DISCLOSURE SO THAT THE COMPANY MAY SEEK AN APPROPRIATE PROTECTIVE ORDER AND/OR
WAIVE THE EXECUTIVE'S COMPLIANCE WITH THE PROVISIONS OF THIS SECTION 15.
IF, IN
THE ABSENCE OF A PROTECTIVE ORDER OR THE RECEIPT OF A WAIVER HEREUNDER, THE
EXECUTIVE IS ADVISED BY HIS COUNSEL THAT SUCH DISCLOSURE IS NECESSARY TO COMPLY
WITH SUCH COURT ORDER, DECREE, RULE, REGULATION OR LAW, HE MAY DISCLOSE SUCH
INFORMATION WITHOUT LIABILITY HEREUNDER.
16.
DEDUCTIONS AND WITHHOLDING.
THE EXECUTIVE AGREES THAT THE COMPANY AND/OR ITS SUBSIDIARIES OR AFFILIATED
COMPANIES SHALL WITHHOLD FROM ANY AND ALL COMPENSATION REQUIRED TO BE PAID TO
THE EXECUTIVE PURSUANT TO THIS AGREEMENT ALL FEDERAL, STATE, LOCAL AND/OR OTHER
TAXES WHICH THE COMPANY DETERMINES ARE REQUIRED TO BE WITHHELD IN ACCORDANCE
WITH APPLICABLE STATUTES AND/OR REGULATIONS FROM TIME TO TIME IN EFFECT.
17.
ENTIRE AGREEMENT; GOVERNING LAW; AMENDMENT;
WAIVER.
AT THE COMMENCEMENT DATE, THIS AGREEMENT SETS FORTH THE ENTIRE UNDERSTANDING OF
THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS OR UNDERSTANDINGS, WHETHER
WRITTEN OR ORAL, WITH RESPECT TO THE SUBJECT MATTER HEREOF, WITH RESPECT TO
COMPANY AND ITS AFFILIATES ON THE ONE HAND AND EXECUTIVE ON THE OTHER HAND,
INCLUDING ANY PRIOR EMPLOYMENT OR SEVERANCE BENEFIT AGREEMENT, INCLUDING THE OLD
EMPLOYMENT AGREEMENT.
NO AGREEMENTS OR