OF TERMINATION DELIVERED BY THE COMPANY PURSUANT TO SECTION 5(C) OR THE
EXECUTIVE PURSUANT TO SECTION 5(D), IF THE RECIPIENT OF THE NOTICE OF
TERMINATION CURES THE CIRCUMSTANCES GIVING RISE TO SUCH NOTICE WITHIN THE TIME
PERIOD PROVIDED FOR IN SECTION 5(C) OR
9
SECTION 5(D), AS THE CASE MAY BE, THE PARTY DELIVERING SUCH NOTICE MAY RESCIND
THE NOTICE OF TERMINATION AND, IN THE ABSENCE OF SUCH RESCISSION, SUCH NOTICE
SHALL BE DEEMED A NOTICE OF TERMINATION BY THE COMPANY WITHOUT CAUSE, OR BY THE
EXECUTIVE WITHOUT GOOD REASON, AS THE CASE MAY BE.
(I)
RESIGNATION FROM BOARD MEMBERSHIPS.
EFFECTIVE AS OF ANY DATE OF
TERMINATION UNDER SECTION 5 OR OTHERWISE AS OF THE DATE OF THE EXECUTIVE'S
TERMINATION OF EMPLOYMENT, THE EXECUTIVE SHALL (UNLESS OTHERWISE REQUESTED BY
THE BOARD) RESIGN, IN WRITING, FROM MEMBERSHIP ON THE BOARD AND THE BOARD OF
DIRECTORS OF ANY SUBSIDIARY OF THE COMPANY.
(J)
NO OBLIGATION TO MITIGATE DAMAGES; NO OFFSET.
THE EXECUTIVE
SHALL NOT BE REQUIRED TO MITIGATE DAMAGES OR THE AMOUNT OF ANY PAYMENT PROVIDED
FOR UNDER THIS AGREEMENT BY SEEKING OTHER EMPLOYMENT OR OTHERWISE.
NO AMOUNTS
PAID TO OR EARNED BY EXECUTIVE FOLLOWING HIS TERMINATION OF EMPLOYMENT WITH THE
COMPANY SHALL REDUCE OR BE SET OFF AGAINST ANY AMOUNTS PAYABLE TO EXECUTIVE
UNDER THIS AGREEMENT.
6.
UNAUTHORIZED DISCLOSURE.
DURING AND FOLLOWING TERMINATION OF HIS
EMPLOYMENT WITH THE COMPANY FOR ANY REASON, EXCEPT TO THE EXTENT REQUIRED BY AN
ORDER OF A COURT HAVING APPARENT JURISDICTION OR UNDER SUBPOENA FROM AN
APPROPRIATE GOVERNMENT AGENCY, IN WHICH EVENT, THE EXECUTIVE SHALL USE HIS BEST
EFFORTS TO CONSULT WITH THE BOARD PRIOR TO RESPONDING TO ANY SUCH ORDER OR
SUBPOENA, AND EXCEPT IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES HEREUNDER,
THE EXECUTIVE SHALL NOT, WITHOUT THE WRITTEN CONSENT OF THE BOARD OR A PERSON
AUTHORIZED THEREBY, DISCLOSE TO ANY PERSON (OTHER THAN AN EXECUTIVE OR DIRECTOR
OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR A PERSON TO WHOM
DISCLOSURE IS REASONABLY NECESSARY OR APPROPRIATE IN CONNECTION WITH THE
PERFORMANCE BY THE EXECUTIVE OF HIS DUTIES AS AN EXECUTIVE OF THE COMPANY) ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION, KNOWLEDGE OR DATA THAT IS NOT
THERETOFORE PUBLICLY KNOWN AND IN THE PUBLIC DOMAIN OBTAINED BY HIM WHILE IN THE
EMPLOY OF THE COMPANY WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
AFFILIATES OR WITH RESPECT TO ANY PRODUCTS, IMPROVEMENTS, CUSTOMERS, METHODS OF
DISTRIBUTION, SALES, PRICES, PROFITS, COSTS, CONTRACTS, SUPPLIERS, BUSINESS
PROSPECTS, BUSINESS METHODS, TECHNIQUES, RESEARCH, TRADE SECRETS OR KNOW-HOW OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (COLLECTIVELY, "PROPRIETARY
INFORMATION"), EXCEPT FOR (I) PUBLICLY AVAILABLE INFORMATION (PROVIDED SUCH
INFORMATION BECAME PUBLICLY AVAILABLE OTHER THAN AS A RESULT OF A BREACH OF THIS
CONFIDENTIALITY CLAUSE) OR (II) DISCLOSURE TO THE EXECUTIVE'S LEGAL COUNSEL TO
THE EXTENT SUCH LEGAL COUNSEL NEEDS TO KNOW THE INFORMATION TO PROTECT THE
EXECUTIVE'S LEGAL RIGHTS, PROVIDED THAT SUCH COUNSEL SHALL MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND SHALL BE BOUND BY THIS