STAMFORD OFFICES, (III) THERE IS A MATERIAL REDUCTION IN EXECUTIVE'S BASE SALARY
OTHER THAN ANY SUCH REDUCTION CONSISTENT WITH A GENERAL REDUCTION OF PAY ACROSS
THE EXECUTIVE STAFF AS A GROUP, AS AN ECONOMIC OR STRATEGIC MEASURE DUE TO POOR
FINANCIAL PERFORMANCE BY THE COMPANY, (IV) ANY MATERIAL BREACH BY THE COMPANY OF
SECTION 12(C)(I) OF THIS AGREEMENT, PROVIDED, THAT A CONSTRUCTIVE TERMINATION
WILL NOT BE DEEMED TO HAVE OCCURRED IF, WITHIN SIXTY (60) DAYS OF A CHANGE OF
CONTROL, THE EXECUTIVE IS OFFERED AN EMPLOYMENT CONTRACT BY THE NEW OWNER OF THE
COMPANY WHICH IS AT LEAST AS ECONOMICALLY FAVORABLE TO THE EXECUTIVE AS THIS
AGREEMENT, OR (V) THERE OCCURS ANY OTHER MATERIAL BREACH OF THIS AGREEMENT BY
THE COMPANY, AND, IN ADDITION TO NOTIFYING THE COMPANY OF THE EXISTENCE OF SUCH
BREACH AS DESCRIBED ABOVE IN THIS PARAGRAPH, A WRITTEN DEMAND FOR SUBSTANTIAL
PERFORMANCE IS DELIVERED TO THE COMPANY BY EXECUTIVE WHICH SPECIFICALLY
IDENTIFIES THE MANNER IN WHICH EXECUTIVE BELIEVES THAT THE COMPANY HAS
MATERIALLY BREACHED THIS AGREEMENT.
(E)
CHANGE IN CONTROL.
"CHANGE IN CONTROL" SHALL HAVE THE SAME MEANING AS IN
TREAS. REG. §§ 1.409A-3(I)(5)(VI) AND 1.409A-3(I)(5)(VII), EXCEPT THAT FOR
PURPOSES OF TREAS. REG. § 1.409A-3(I)(5)(VI)(1), THE PHRASE "30 PERCENT" SHALL
BE REPLACED WITH "50 PERCENT".
8.
CONFIDENTIAL INFORMATION.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION RELATING TO THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES WHICH EXECUTIVE HAS OBTAINED OR
WILL OBTAIN DURING THE COURSE OF HIS ASSOCIATION WITH THE COMPANY AND
SUBSIDIARIES AND HIS PERFORMANCE UNDER THIS AGREEMENT ARE THE PROPERTY OF THE
COMPANY AND ITS SUBSIDIARIES.
EXECUTIVE AGREES THAT EXECUTIVE WILL NOT DISCLOSE
OR USE AT ANY TIME, EITHER DURING OR AFTER THE EMPLOYMENT PERIOD, ANY
CONFIDENTIAL INFORMATION WITHOUT THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF THE COMPANY, OTHER THAN PROPER DISCLOSURE OR USE IN THE PERFORMANCE OF HIS
DUTIES HEREUNDER.
EXECUTIVE AGREES TO DELIVER TO THE COMPANY AT THE END OF THE
THEN APPLICABLE EMPLOYMENT TERM, OR AT ANY OTHER TIME THAT THE COMPANY MAY
REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, DOCUMENTATION AND OTHER MATERIALS
(AND COPIES THEREOF) CONTAINING CONFIDENTIAL INFORMATION RELATING TO THE
BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES, NO MATTER WHERE SUCH MATERIAL IS
LOCATED AND NO MATTER WHAT FORM THE MATERIAL MAY BE IN, WHICH EXECUTIVE MAY THEN
POSSESS OR HAVE UNDER HIS CONTROL.
IF REQUESTED BY THE COMPANY, EXECUTIVE SHALL
PROVIDE TO THE COMPANY WRITTEN CONFIRMATION THAT ALL SUCH MATERIALS HAVE BEEN
DELIVERED TO THE COMPANY OR HAVE BEEN DESTROYED.
EXECUTIVE SHALL TAKE ALL
APPROPRIATE STEPS TO SAFEGUARD CONFIDENTIAL INFORMATION AND TO PROTECT IT
AGAINST DISCLOSURE, MISUSE, ESPIONAGE, LOSS AND THEFT.
(B)
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION WHICH IS NOT GENERALLY
KNOWN TO THE PUBLIC AND WHICH IS USED, DEVELOPED, OR OBTAINED BY THE COMPANY OR
ITS SUBSIDIARIES RELATING TO THE BUSINESSES OF ANY OF THE COMPANY AND ITS
SUBSIDIARIES OR THE BUSINESS OF ANY CUSTOMER THEREOF INCLUDING, BUT NOT LIMITED
TO:
PRICING MODELS; PRODUCTS OR SERVICES; FEES, COSTS AND PRICING STRUCTURE;
12
DESIGNS; ANALYSES;