YEAR OF EMPLOYEE'S EMPLOYMENT WITH THE COMPANY.
3.9
NOTICE OF TERMINATION.
ANY TERMINATION BY THE COMPANY OR BY THE
EMPLOYEE SHALL BE COMMUNICATED BY NOTICE OF TERMINATION TO THE OTHER PARTY
HERETO GIVEN IN ACCORDANCE WITH SECTION 6.5 OF THIS AGREEMENT. FOR PURPOSES OF
THIS AGREEMENT, A "NOTICE OF TERMINATION" MEANS A WRITTEN NOTICE WHICH (I)
INDICATES THE SPECIFIC TERMINATION PROVISION IN THIS AGREEMENT RELIED UPON, (II)
TO THE EXTENT APPLICABLE, SETS FORTH IN REASONABLE DETAIL THE FACTS AND
CIRCUMSTANCES CLAIMED TO PROVIDE A BASIS FOR TERMINATION OF THE EMPLOYEE'S
EMPLOYMENT UNDER THE PROVISION SO INDICATED, AND (II) IF THE DATE OF TERMINATION
(AS DEFINED BELOW) IS OTHER THAN THE DATE OF RECEIPT OF SUCH NOTICE, SPECIFIES
THE TERMINATION DATE.
3.10
DATE OF TERMINATION. "DATE OF TERMINATION" MEANS (I) IF THE
EMPLOYEE'S EMPLOYMENT IS TERMINATED BY THE COMPANY OTHER THAN FOR DEATH OR
DISABILITY, OR BY THE EMPLOYEE FOR ANY REASON, THE DATE OF RECEIPT OF THE NOTICE
OF TERMINATION OR ANY LATER DATE SPECIFIED THEREIN, WHICH DATE SHALL TAKE INTO
CONSIDERATION ANY APPLICABLE CURE PERIODS, AND (II) IF THE EMPLOYEE'S EMPLOYMENT
IS TERMINATED BY REASON OF DEATH OR DISABILITY, THE DATE OF TERMINATION SHALL BE
THE DATE OF DEATH OF THE EMPLOYEE OR THE DETERMINATION OF DISABILITY, AS THE
CASE MAY BE.
THIS AGREEMENT SHALL TERMINATE ON THE DATE OF TERMINATION, EXCEPT
THAT SECTIONS 2.3(C)(II), 3.8, 4, 5 AND 6 SHALL SURVIVE THE TERMINATION OF THIS
AGREEMENT, AND ANY OBLIGATIONS OF THE COMPANY TO MAKE PAYMENTS TO EMPLOYEE THAT
ACCRUED ON OR PRIOR TO THE DATE OF TERMINATION (INCLUDING WITHOUT LIMITATION
OBLIGATIONS TO MAKE PAYMENTS PURSUANT TO SECTION 2.7) SHALL SURVIVE TERMINATION
OF THIS AGREEMENT.
NOTWITHSTANDING THE FOREGOING, THE TERMINATION OF THIS
AGREEMENT SHALL NOT AFFECT THE COMPANY'S
OBLIGATION TO MAKE PAYMENTS DUE TO A
CHANGE OF CONTROL THAT OCCURS WITHIN 90 DAYS AFTER EMPLOYEE'S TERMINATION
PURSUANT TO SECTION 2.7(A)(II).
SECTION 4.
CONFIDENTIALITY
4.1
CONFIDENTIALITY.
(A)
EMPLOYEE ACKNOWLEDGES THAT IN THE COURSE OF PERFORMING HIS
DUTIES ON BEHALF OF THE COMPANY HE MAY, FROM TIME TO TIME, BE PLACED IN A
POSITION OF TRUST AND CONFIDENCE IN WHICH HE RECEIVES OR CONTRIBUTES TO THE
CREATION OF CONFIDENTIAL AND/OR PROPRIETARY INFORMATION RELATIVE TO THE
COMPANY'S OPERATIONS.
THIS CONFIDENTIAL AND/OR PROPRIETARY INFORMATION
INCLUDES, BUT IS NOT LIMITED TO: (I) BUSINESS, MANUFACTURING, MARKETING, LEGAL
AND ACCOUNTING METHODS, POLICIES, PLANS, PROCEDURES, STRATEGIES AND TECHNIQUES;
(II) INFORMATION REGARDING THE COMPANY'S PLANNED COMMUNITIES AND DEVELOPMENT AND
ACQUISITION ACTIVITIES; (III) INFORMATION CONCERNING THE COMPANY'S EARNINGS,
PRODUCTION VOLUMES AND METHODS FOR DOING BUSINESS; (IV) TECHNICAL INFORMATION,
SUCH AS PATTERNS, DESIGNS, BUILDING PLANS AND PRODUCT SPECIFICATIONS; (V) TRADE
SECRETS, INCLUDING THE FORMULAS, METHODS, PROCESSES, STANDARDS AND DEVICES
ASSOCIATED WITH THE COMPANY'S BUILDING, MANUFACTURING AND MARKETING ACTIVITIES;
(VI) NAMES, ADDRESSES AND TELEPHONE NUMBERS OF THE COMPANY'S EMPLOYEES, VENDORS,
AND SUPPLIERS; (VII) CUSTOMER LISTS AND THE NAMES, ADDRESSES AND TELEPHONE
NUMBERS OF THE COMPANY'S CUSTOMERS AND PROSPECTIVE CUSTOMERS; (VIII) PRICING,
CREDIT AND FINANCIAL INFORMATION; AND (IX) ANY AND ALL OTHER DATA OR INFORMATION
RELATING TO THE OPERATIONS AND BUSINESS