OF THE COMPANY'S AGREEMENT
TO EMPLOY EXECUTIVE IN AN IMPORTANT EXECUTIVE POSITION AND TO PROVIDE EXECUTIVE
WITH THE SUBSTANTIAL COMPENSATION AND BENEFITS HEREUNDER, EXECUTIVE ACKNOWLEDGES
THAT, DURING THE TERM OF THIS AGREEMENT, THE COMPANY WILL FURNISH TO EXECUTIVE
CONFIDENTIAL INFORMATION WHICH COULD BE USED BY EXECUTIVE ON BEHALF OF A
COMPETITOR OF THE COMPANY TO THE COMPANY'S SUBSTANTIAL DETRIMENT, AND
THAT
EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY MAY DEVELOP
IMPORTANT RELATIONSHIPS WITH CUSTOMERS AND OTHERS HAVING VALUABLE BUSINESS
RELATIONSHIPS WITH THE COMPANY.
IN VIEW OF THE FOREGOING, EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE RESTRICTIVE COVENANTS CONTAINED IN THIS
SECTION ARE REASONABLY NECESSARY TO PROTECT THE COMPANY'S LEGITIMATE BUSINESS
INTERESTS AND GOOD WILL.
(B)
EXECUTIVE AGREES THAT HE SHALL PROTECT THE
COMPANY'S CONFIDENTIAL INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON, OR
OTHERWISE USE, EXCEPT IN CONNECTION WITH HIS DUTIES PERFORMED IN ACCORDANCE WITH
THIS AGREEMENT, ANY CONFIDENTIAL INFORMATION AT ANY TIME, INCLUDING FOLLOWING
THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY FOR ANY REASON; PROVIDED,
HOWEVER, THAT EXECUTIVE MAY MAKE DISCLOSURES REQUIRED BY A VALID ORDER OR
SUBPOENA ISSUED BY A COURT OR ADMINISTRATIVE AGENCY OF COMPETENT JURISDICTION,
IN WHICH EVENT EXECUTIVE WILL PROMPTLY NOTIFY THE COMPANY OF SUCH ORDER OR
SUBPOENA TO PROVIDE THE COMPANY AN OPPORTUNITY TO PROTECT ITS INTERESTS.
EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION 4(B) SHALL SURVIVE ANY EXPIRATION OR
TERMINATION OF THIS AGREEMENT FOR ANY REASON, PROVIDED THAT EXECUTIVE MAY AFTER
SUCH EXPIRATION OR TERMINATION DISCLOSE CONFIDENTIAL INFORMATION WITH THE PRIOR
WRITTEN CONSENT OF THE BOARD.
11
(C)
UPON THE TERMINATION OR EXPIRATION OF HIS
EMPLOYMENT HEREUNDER, EXECUTIVE AGREES TO DELIVER PROMPTLY TO THE COMPANY ALL
COMPANY FILES, CUSTOMER LISTS, MANAGEMENT REPORTS, MEMORANDA, RESEARCH, COMPANY
FORMS, FINANCIAL DATA AND REPORTS AND OTHER DOCUMENTS SUPPLIED TO OR CREATED BY
HIM IN CONNECTION WITH HIS EMPLOYMENT HEREUNDER (INCLUDING ALL COPIES OF THE
FOREGOING) IN HIS POSSESSION OR CONTROL, AND ALL OF THE COMPANY'S EQUIPMENT AND
OTHER MATERIALS IN HIS POSSESSION OR CONTROL.
EXECUTIVE'S OBLIGATIONS UNDER
THIS SECTION 4(C) SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
(D)
UPON THE TERMINATION OR EXPIRATION OF HIS
EMPLOYMENT UNDER THIS AGREEMENT, EXECUTIVE AGREES THAT FOR A PERIOD OF ONE
(1) YEAR FROM HIS DATE OF
TERMINATION OR UNTIL THE END OF THE PERIOD FOR WHICH
HE IS ENTITLED TO RECEIVE COMPENSATION UNDER SECTION 3.1 ABOVE, WHICHEVER IS
LONGER, HE SHALL NOT (I) ENTER INTO OR ENGAGE IN THE DESIGN, MANUFACTURE,
MARKETING OR SALE OF ANY PRODUCTS SIMILAR TO THOSE PRODUCED OR OFFERED BY THE
COMPANY OR ITS AFFILIATES IN THE AREAS OF NORTH AMERICA AND ASIA (INCLUDING ALL
OF CHINA), EITHER AS AN INDIVIDUAL, PARTNER OR JOINT VENTURER, OR AS AN
EMPLOYEE, AGENT OR SALESMAN, OR AS AN OFFICER, DIRECTOR, OR SHAREHOLDER OF A
CORPORATION, (II) DIVERT OR ATTEMPT TO DIVERT ANY PERSON, CONCERN OR ENTITY
WHICH IS FURNISHED PRODUCTS OR SERVICES BY THE COMPANY FROM DOING BUSINESS WITH
THE COMPANY OR OTHERWISE CHANGE ITS RELATIONSHIP WITH THE COMPANY, OR
(III) SOLICIT, LURE OR ATTEMPT