NON PUBLIC INFORMATION, IDEAS,
PROCESSES, METHODS, DESIGNS, DEVICES, INVENTIONS, DATA, MODELS AND OTHER
INFORMATION RELATING TO THE COMPANY AND ITS AFFILIATES OR THEIR PRODUCTS,
SERVICES, BUSINESSES, OPERATIONS, EMPLOYEES OR CUSTOMERS, WHETHER IN TANGIBLE OR
INTANGIBLE FORM, THAT THE COMPANY OR ITS AFFILIATES DESIRE TO PROTECT AND KEEP
SECRET AND CONFIDENTIAL, INCLUDING TRADE SECRETS AND INFORMATION FROM THIRD
PARTIES THAT THE COMPANY OR ITS AFFILIATES ARE OBLIGATED TO KEEP CONFIDENTIAL
("CONFIDENTIAL INFORMATION").
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE:
(I)
INFORMATION THAT IS OR BECOMES GENERALLY KNOWN THROUGH NO FAULT OF EXECUTIVE;
(II) INFORMATION RECEIVED FROM A THIRD PARTY OUTSIDE OF THE COMPANY OR ITS
AFFILIATES THAT WAS DISCLOSED WITHOUT A BREACH OF ANY CONFIDENTIALITY
OBLIGATION; OR (III) INFORMATION APPROVED FOR RELEASE ON A NON-CONFIDENTIAL
BASIS BY WRITTEN AUTHORIZATION OF THE COMPANY OR ITS AFFILIATES.
THE EXECUTIVE
RECOGNIZES THAT ALL SUCH CONFIDENTIAL INFORMATION IS THE SOLE AND EXCLUSIVE
PROPERTY OF THE COMPANY AND ITS AFFILIATES (OR ONE OR MORE THIRD PARTIES, AS THE
CASE MAY BE), AND THAT DISCLOSURE OR UNAUTHORIZED USE OF CONFIDENTIAL
INFORMATION WOULD CAUSE IRREPARABLE DAMAGE TO THE COMPANY AND ITS AFFILIATES.
THE EXECUTIVE AGREES THAT, EXCEPT AS REQUIRED BY THE DUTIES OF HIS EMPLOYMENT
WITH ANY OF THE COMPANY OR ITS AFFILIATES AND EXCEPT IN CONNECTION WITH
ENFORCING THE EXECUTIVE'S RIGHTS UNDER THIS AGREEMENT OR IF COMPELLED BY A COURT
OR GOVERNMENTAL AGENCY, IN EACH CASE PROVIDED THAT PRIOR WRITTEN NOTICE IS GIVEN
TO THE COMPANY, HE WILL NOT, WITHOUT THE CONSENT OF THE COMPANY, WILLFULLY
DISSEMINATE OR OTHERWISE DISCLOSE, DIRECTLY OR INDIRECTLY, ANY CONFIDENTIAL
INFORMATION OBTAINED DURING HIS EMPLOYMENT WITH THE COMPANY OR ITS AFFILIATES,
AND WILL TAKE ALL NECESSARY PRECAUTIONS TO PREVENT DISCLOSURE, TO ANY
UNAUTHORIZED INDIVIDUAL OR ENTITY INSIDE OR OUTSIDE THE COMPANY OR ITS
AFFILIATES, AND WILL NOT USE THE CONFIDENTIAL INFORMATION OR PERMIT ITS USE FOR
THE BENEFIT OF EXECUTIVE OR ANY OTHER PERSON OR ENTITY OTHER THAN THE COMPANY OR
ITS AFFILIATES.
THESE OBLIGATIONS SHALL CONTINUE DURING AND AFTER THE
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
7.2.
NON-COMPETITION.
DURING THE PERIOD BEGINNING ON THE AGREEMENT
DATE AND ENDING ON THE LAST TO OCCUR OF THE FIRST ANNIVERSARY OF A TERMINATION
DATE OCCURRING FOR ANY REASON DURING A POST-CHANGE EMPLOYMENT PERIOD, OR THE END
OF THE SEVERANCE PERIOD, EXECUTIVE SHALL NOT AT ANY TIME, DIRECTLY OR
INDIRECTLY, IN ANY CAPACITY:
(A)
ENGAGE OR PARTICIPATE IN, BECOME EMPLOYED BY, SERVE AS A DIRECTOR
OF, OR RENDER ADVISORY OR CONSULTING OR OTHER SERVICES IN CONNECTION WITH, ANY
COMPETITIVE BUSINESS; PROVIDED, HOWEVER, THAT AFTER THE TERMINATION DATE THIS
SECTION 7.2 SHALL NOT PRECLUDE EXECUTIVE FROM BEING AN EMPLOYEE OF, OR
CONSULTANT TO, ANY BUSINESS UNIT OF A
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COMPETITIVE BUSINESS IF (I) SUCH BUSINESS UNIT DOES NOT QUALIFY AS A COMPETITIVE
BUSINESS IN ITS OWN RIGHT AND (II) EXECUTIVE DOES NOT HAVE ANY DIRECT OR
INDIRECT INVOLVEMENT IN, OR RESPONSIBILITY FOR, ANY OPERATIONS OF SUCH
COMPETITIVE BUSINESS THAT CAUSE IT TO QUALIFY AS A COMPETITIVE BUSINESS; OR
(B)
MAKE OR RETAIN ANY FINANCIAL INVESTMENT, WHETHER IN THE FORM