PROMPTLY RETURNED TO THE COMPANY UPON
TERMINATION OF EXECUTIVE'S EMPLOYMENT.
B.
TERMINATION AND COOPERATION.
UPON TERMINATION OF EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY, EXECUTIVE SHALL BE DEEMED TO HAVE TERMINATED ALL
EMPLOYMENT POSITIONS THEN HELD WITH THE COMPANY AND ITS AFFILIATES AND FROM ALL
POSITIONS AS A DIRECTOR OF ANY OF THE COMPANY'S SUBSIDIARIES BUT NOT AS A
DIRECTOR OF THE COMPANY ITSELF.
FOLLOWING ANY TERMINATION OF EMPLOYMENT,
EXECUTIVE SHALL COOPERATE WITH THE COMPANY IN THE WINDING UP OF PENDING WORK ON
BEHALF OF THE COMPANY AND THE ORDERLY TRANSFER OF WORK TO OTHER EMPLOYEES.
EXECUTIVE SHALL ALSO COOPERATE WITH THE COMPANY, AT THE COMPANY'S EXPENSE TO THE
EXTENT ALLOWED BY LAW, IN THE DEFENSE OF ANY ACTION BROUGHT BY ANY THIRD PARTY
AGAINST THE COMPANY THAT RELATES TO EXECUTIVE'S EMPLOYMENT BY THE COMPANY,
WHETHER BROUGHT BEFORE OR AFTER EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE
COMPANY.
5
6.
CONFIDENTIAL INFORMATION; PROHIBITION ON THIRD PARTY
INFORMATION
A.
CONFIDENTIAL INFORMATION AGREEMENT.
EXECUTIVE SHALL HOLD IN
CONFIDENCE FOR THE BENEFIT OF THE COMPANY ALL SECRET OR CONFIDENTIAL
INFORMATION, KNOWLEDGE OR DATA, INCLUDING PROPRIETARY INFORMATION AND TRADE
SECRETS, RELATING TO THE COMPANY AND ITS BUSINESSES, WHICH SHALL HAVE BEEN
OBTAINED BY EXECUTIVE PRIOR TO OR IN THE COURSE OF EXECUTIVE'S EMPLOYMENT BY THE
COMPANY ("CONFIDENTIAL INFORMATION"), PROVIDED, HOWEVER, THAT CONFIDENTIAL
INFORMATION SHALL NOT RETAIN ITS STATUS AS SUCH IF THE CONFIDENTIAL INFORMATION
(I) IS PUBLICLY KNOWN THROUGH NO ACT OR OMISSION OF EXECUTIVE, (II) BECOMES
AVAILABLE TO EXECUTIVE ON A NON-CONFIDENTIAL BASIS FROM A SOURCE OTHER THAN THE
COMPANY, PROVIDED THAT SUCH SOURCE IS NOT BOUND BY A CONFIDENTIALITY AGREEMENT
WITH, OR OTHER OBLIGATION OF SECRECY TO, THE COMPANY OR ANOTHER PARTY, OR
(III) IS KNOW BY EXECUTIVE PRIOR TO RECEIVING IT FROM THE COMPANY, PROVIDED THAT
SUCH INFORMATION IS NOT SUBJECT TO ANOTHER CONFIDENTIALITY AGREEMENT WITH, OR
OTHER OBLIGATION OF SECRECY TO, THE COMPANY OR ANOTHER PARTY.
EXECUTIVE ALSO
SHALL HAVE THE RIGHT TO DISCLOSE CONFIDENTIAL INFORMATION TO THE EXTENT REQUIRED
BY LAW, PROVIDED THAT EXECUTIVE FIRST GIVES PROMPT WRITTEN NOTICE TO THE COMPANY
REGARDING THE INTENTION TO MAKE SUCH DISCLOSURE AND, PROVIDED, FURTHER,
EXECUTIVE REQUESTS CONFIDENTIAL TREATMENT OF SUCH CONFIDENTIAL INFORMATION TO
THE FULLEST EXTENT PERMITTED BY LAW. WHETHER BEFORE OR AFTER TERMINATION OF
EXECUTIVE'S EMPLOYMENT WITH THE COMPANY, EXECUTIVE SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY, COMMUNICATE OR DIVULGE ANY CONFIDENTIAL
INFORMATION, OTHER THAN TO THE COMPANY AND TO THOSE PERSONS OR ENTITIES
DESIGNATED BY THE COMPANY OR AS OTHERWISE IS REASONABLY NECESSARY FOR EXECUTIVE
TO CARRY OUT HIS OR HER RESPONSIBILITIES AS AN EXECUTIVE OF THE COMPANY.
B.
NON-INTERFERENCE.
EXECUTIVE ACKNOWLEDGES THAT, BECAUSE OF
EXECUTIVE'S POSITION IN THE COMPANY, EXECUTIVE WILL HAVE ACCESS TO CONFIDENTIAL
INFORMATION BELONGING TO THE COMPANY.
TO PRESERVE AND PROTECT THIS INFORMATION
AND THE ASSETS OF THE COMPANY, AND IN CONSIDERATION OF THE SEVERANCE AND
BENEFITS PROVIDED TO EXECUTIVE UNDER THIS AGREEMENT, EXECUTIVE AGREES THAT
DURING THE TERM OF EXECUTIVE'S EMPLOYMENT AND FOR THE LONGER OF EITHER (I) THE
PERIOD DURING WHICH EXECUTIVE