LAW TO BE DISCLOSED; PROVIDED, HOWEVER, THAT EXECUTIVE SHALL GIVE PROMPT WRITTEN
NOTICE TO THE COMPANY OF SUCH REQUIREMENT, DISCLOSE NO MORE INFORMATION THAN IS
SO REQUIRED, AND COOPERATE (AT THE COMPANY'S EXPENSE) WITH ANY ATTEMPTS BY THE
COMPANY TO OBTAIN A PROTECTIVE ORDER OR SIMILAR TREATMENT.
(III)
EXCEPT AS REQUIRED BY LAW, EXECUTIVE WILL NOT DISCLOSE TO ANYONE, OTHER
THAN EXECUTIVE'S IMMEDIATE FAMILY AND LEGAL OR FINANCIAL ADVISORS, THE EXISTENCE
OR CONTENTS OF THIS AGREEMENT; PROVIDED, HOWEVER, THAT EXECUTIVE MAY DISCLOSE TO
ANY PROSPECTIVE FUTURE EMPLOYER THE PROVISIONS OF SECTIONS 9 AND 10 OF THIS
AGREEMENT PROVIDED THEY AGREE TO MAINTAIN THE CONFIDENTIALITY OF SUCH TERMS.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, ANY PARTY TO THIS AGREEMENT
(AND ANY EMPLOYEE, REPRESENTATIVE, OR OTHER AGENT OF ANY PARTY TO THIS
AGREEMENT) MAY DISCLOSE TO ANY AND ALL PERSONS, WITHOUT LIMITATION OF ANY KIND,
THE TAX TREATMENT AND TAX STRUCTURE OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT AND ALL MATERIALS OF ANY KIND (INCLUDING OPINIONS OR OTHER TAX
ANALYSES) THAT ARE PROVIDED TO IT RELATING TO SUCH TAX TREATMENT AND TAX
STRUCTURE.
HOWEVER, ANY SUCH INFORMATION RELATING TO THE TAX TREATMENT OR TAX
STRUCTURE IS REQUIRED TO BE KEPT CONFIDENTIAL TO THE EXTENT NECESSARY TO COMPLY
WITH ANY APPLICABLE FEDERAL OR STATE SECURITIES LAWS.
(IV)
UPON TERMINATION OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY FOR
ANY REASON, EXECUTIVE SHALL: (X) CEASE AND NOT THEREAFTER COMMENCE USE OF ANY
CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY (INCLUDING WITHOUT LIMITATION,
ANY PATENT, INVENTION, COPYRIGHT, TRADE SECRET, TRADEMARK, TRADE NAME, LOGO,
DOMAIN NAME OR OTHER SOURCE INDICATOR) OWNED OR USED BY THE COMPANY, ITS
SUBSIDIARIES OR AFFILIATES; (Y) IMMEDIATELY DESTROY, DELETE, OR RETURN TO THE
COMPANY, AT THE COMPANY'S OPTION, ALL ORIGINALS AND COPIES IN ANY FORM OR MEDIUM
(INCLUDING MEMORANDA, BOOKS, PAPERS, PLANS, COMPUTER FILES, LETTERS AND OTHER
DATA) IN EXECUTIVE'S POSSESSION OR CONTROL (INCLUDING ANY OF THE FOREGOING
STORED OR LOCATED IN EXECUTIVE'S OFFICE, HOME, LAPTOP OR OTHER COMPUTER, WHETHER
OR NOT COMPANY PROPERTY) THAT CONTAIN CONFIDENTIAL INFORMATION OR OTHERWISE
RELATE TO THE BUSINESS OF THE COMPANY, ITS AFFILIATES AND SUBSIDIARIES, EXCEPT
THAT EXECUTIVE MAY RETAIN ONLY THOSE PORTIONS OF ANY PERSONAL NOTES, NOTEBOOKS
AND DIARIES THAT DO NOT CONTAIN ANY CONFIDENTIAL INFORMATION; AND (Z) NOTIFY AND
FULLY COOPERATE WITH THE COMPANY (AT THE COMPANY'S EXPENSE) REGARDING THE
DELIVERY OR DESTRUCTION OF ANY OTHER CONFIDENTIAL INFORMATION OF WHICH EXECUTIVE
IS OR BECOMES AWARE.
B.
NON-DISPARAGEMENT.
(I)
EXECUTIVE SHALL NOT AT ANY TIME MAKE ANY ORAL OR WRITTEN
STATEMENT ABOUT THE COMPANY, ITS AFFILIATES OR ITS SHAREHOLDERS, REGARDING ANY
OF THE FOREGOING'S FINANCIAL STATUS, BUSINESS, COMPLIANCE WITH LAWS, ETHICS,
SHAREHOLDERS, PARTNERS, PERSONNEL, DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS,
AGENTS, SERVICES, BUSINESS METHODS OR OTHERWISE, WHICH IS INTENDED OR REASONABLY
LIKELY TO DISPARAGE ANY MEMBER OF THE PROTECTED GROUP, OR OTHERWISE DEGRADE ANY
MEMBER OF THE PROTECTED GROUP'S REPUTATION
11
IN THE BUSINESS, INDUSTRY OR LEGAL COMMUNITY IN WHICH ANY SUCH MEMBER OPERATES;
PROVIDED THAT EXECUTIVE SHALL BE PERMITTED TO (A) MAKE ANY STATEMENT THAT IS
REQUIRED BY