OR
FAILS TO PAY EXECUTIVE THE SEVERANCE PAYMENT FOR SUCH ONE (1) YEAR PERIOD THE
PROVISION OF SECTION 7(A) HEREOF SHALL BE OF NO FORCE OR EFFECT.
(IV)
DURING ANY PERIOD DESCRIBED UNDER THIS SECTION 7(B) WHICH OPERATES
TO CONTINUE THE APPLICATION OF SECTION 7(A), EXECUTIVE SHALL DISCLOSE IN WRITING
TO THE COMPANY THE NAME, ADDRESS AND TYPE OF BUSINESS CONDUCTED BY ANY PROPOSED
NEW EMPLOYER OF EXECUTIVE WITHIN TEN BUSINESS DAYS OF COMMENCING EMPLOYMENT WITH
THE NEW EMPLOYER.
8.
UNAUTHORIZED DISCLOSURE.
(A)
DURING AND AFTER THE TERM, WITHOUT THE WRITTEN CONSENT OF THE
ASBURY CEO OR BOARD, (I) EXECUTIVE SHALL NOT DISCLOSE TO ANY PERSON (OTHER THAN
AN EMPLOYEE OR DIRECTOR OF THE COMPANY, ASBURY OR THEIR AFFILIATES, OR A PERSON
TO WHOM DISCLOSURE IS REASONABLY NECESSARY OR APPROPRIATE IN CONNECTION WITH THE
PERFORMANCE BY EXECUTIVE OF HIS DUTIES UNDER THIS AGREEMENT) OR USE TO COMPETE
WITH THE COMPANY, ASBURY OR ANY OF THEIR AFFILIATES 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, ASBURY OR ANY OF THEIR AFFILIATES OR WITH
RESPECT TO ANY PRODUCTS, IMPROVEMENTS, CUSTOMERS, METHODS OF DISTRIBUTION,
SALES, PRICES, PROFITS, COSTS, CONTRACTS (INCLUDING, WITHOUT LIMITATION THE
TERMS AND PROVISIONS OF THIS AGREEMENT), SUPPLIERS, BUSINESS PROSPECTS, BUSINESS
METHODS, TECHNIQUES, RESEARCH, TRADE SECRETS OR KNOW-HOW OF THE COMPANY, ASBURY
OR ANY OF THEIR AFFILIATES (COLLECTIVELY, "PROPRIETARY INFORMATION"), AND (II)
EXECUTIVE SHALL USE BEST EFFORTS TO KEEP CONFIDENTIAL ANY SUCH PROPRIETARY
INFORMATION AND TO REFRAIN FROM MAKING ANY SUCH DISCLOSURE, IN EACH CASE EXCEPT
AS MAY BE REQUIRED BY LAW OR AS MAY BE REQUIRED IN CONNECTION WITH ANY JUDICIAL
OR ADMINISTRATIVE PROCEEDINGS OR INQUIRY.
9.
[INTENTIONALLY OMITTED]
10.
RETURN OF DOCUMENTS.
IN THE EVENT OF THE TERMINATION OF
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, EXECUTIVE WILL DELIVER TO THE COMPANY ALL
DOCUMENTS AND DATA OF ANY NATURE PERTAINING TO HIS WORK WITH THE COMPANY AND ITS
AFFILIATES, AND HE WILL NOT TAKE WITH HIM ANY DOCUMENTS OR DATA OF ANY
DESCRIPTION OR ANY REPRODUCTION THEREOF, OR ANY DOCUMENTS CONTAINING OR
PERTAINING TO ANY PROPRIETARY INFORMATION.
11.
INJUNCTIVE RELIEF WITH RESPECT TO COVENANTS.
EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE COVENANTS AND OBLIGATIONS OF EXECUTIVE WITH
RESPECT TO NON-COMPETITION, NON-DISCLOSURE, NON-SOLICITATION, CONFIDENTIALITY
AND THE PROPERTY OF THE COMPANY AND ITS AFFILIATES RELATE TO SPECIAL, UNIQUE AND
EXTRAORDINARY MATTERS AND THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS
AGREEMENT TO THE CONTRARY, A VIOLATION OF ANY OF THE TERMS OF SUCH COVENANTS AND
OBLIGATIONS WILL CAUSE THE COMPANY AND ITS AFFILIATES IRREPARABLE INJURY FOR
WHICH ADEQUATE REMEDIES ARE NOT AVAILABLE AT LAW.
THEREFORE, EXECUTIVE
EXPRESSLY AGREES THAT THE COMPANY, ASBURY AND THEIR
9
AFFILIATES (WHICH SHALL BE EXPRESS THIRD-PARTY BENEFICIARIES OF SUCH COVENANTS
AND OBLIGATIONS) SHALL BE ENTITLED TO AN INJUNCTION (WHETHER TEMPORARY OR
PERMANENT), RESTRAINING ORDER OR SUCH OTHER EQUITABLE RELIEF (INCLUDING THE
REQUIREMENT TO POST BOND) AS A COURT OF COMPETENT JURISDICTION MAY DEEM