SHALL BE DETERMINED IN ACCORDANCE WITH THE
STOCK OPTION AGREEMENTS FOR SUCH OPTIONS.
3.2
BY EXECUTIVE.
EXECUTIVE SHALL HAVE THE
RIGHT TO TERMINATE HIS EMPLOYMENT HEREUNDER AT ANY TIME BY NOTICE OF TERMINATION
(AS DESCRIBED IN SECTION 6).
IF EXECUTIVE TERMINATES HIS EMPLOYMENT OTHER THAN
FOR GOOD REASON, THE COMPANY'S OBLIGATIONS UNDER THIS AGREEMENT SHALL CEASE AS
OF THE DATE OF SUCH TERMINATION.
IF EXECUTIVE TERMINATES HIS
EMPLOYMENT FOR GOOD REASON (AS DEFINED IN SECTION 5.6), EXECUTIVE SHALL BE
ENTITLED TO RECEIVE THE COMPENSATION AND BENEFITS SET FORTH IN SUBSECTIONS
(A) THROUGH (E) OF SECTION 3.1 FOR THE SEVERANCE PERIOD, INCLUDING THE
NONMITIGATION AND OTHER PROVISIONS OF SUCH SECTION.
3.3
RELEASE OF CLAIMS.
TO BE ENTITLED TO ANY OF
THE COMPENSATION AND BENEFITS DESCRIBED ABOVE IN THIS SECTION 3, EXECUTIVE SHALL
SIGN A RELEASE OF CLAIMS IN THE FORM REQUIRED BY THE COMPANY.
NO PAYMENTS SHALL
BE MADE UNDER THIS SECTION 3 UNTIL SUCH RELEASE HAS BEEN PROPERLY EXECUTED AND
DELIVERED TO THE COMPANY AND UNTIL THE EXPIRATION OF THE REVOCATION PERIOD, IF
ANY, PROVIDED UNDER THE RELEASE.
IF THE RELEASE IS NOT PROPERLY EXECUTED BY
EXECUTIVE AND DELIVERED TO THE COMPANY WITHIN THE REASONABLE TIME PERIODS
SPECIFIED IN THE RELEASE, THE COMPANY'S OBLIGATIONS UNDER THIS SECTION 3 WILL
TERMINATE.
3.4
SALE OF BUSINESS.
IF ALL OR SUBSTANTIALLY
ALL OF THE ASSETS OF THE BUSINESS UNIT FOR WHICH EXECUTIVE WORKS ARE SOLD BY THE
COMPANY AND EXECUTIVE RECEIVES A BONA FIDE OFFER OF EMPLOYMENT FROM THE
PURCHASER OF SUCH ASSETS FOR A POSITION AND WITH COMPENSATION AND BENEFITS
COMPARABLE TO THOSE EXECUTIVE THEN HAS WITH THE COMPANY, EXECUTIVE SHALL NOT, AS
A RESULT OF SUCH TRANSACTION, BE ENTITLED TO COMPENSATION AND BENEFITS UNDER
THIS SECTION 3 ARISING FROM HIS TERMINATION OF EMPLOYMENT WITH THE COMPANY, NOR
SHALL EXECUTIVE BE ENTITLED TO TERMINATE HIS EMPLOYMENT FOR GOOD REASON.
IF
EXECUTIVE DOES NOT RECEIVE SUCH A BONA FIDE OFFER OF EMPLOYMENT FROM THE
PURCHASER, THEN THE OTHER PROVISIONS OF THIS SECTION 3 SHALL APPLY.
4.
CONFIDENTIALITY AND NONCOMPETITION.
(A)
EXECUTIVE ACKNOWLEDGES THAT, PRIOR TO AND DURING
THE TERM OF THIS AGREEMENT, THE COMPANY HAS FURNISHED AND WILL FURNISH TO
EXECUTIVE CONFIDENTIAL INFORMATION WHICH COULD BE USED BY EXECUTIVE ON BEHALF OF
A COMPETITOR OF THE COMPANY TO THE COMPANY'S SUBSTANTIAL DETRIMENT.
MOREOVER,
THE PARTIES RECOGNIZE THAT EXECUTIVE DURING THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY MAY DEVELOP IMPORTANT RELATIONSHIPS WITH CUSTOMERS
AND OTHERS HAVING VALUABLE BUSINESS RELATIONSHIPS WITH THE COMPANY.
IN VIEW OF
THE FOREGOING, EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE RESTRICTIVE COVENANTS
CONTAINED IN THIS SECTION ARE REASONABLY NECESSARY TO PROTECT THE COMPANY'S
LEGITIMATE BUSINESS INTERESTS AND GOOD WILL.
(B)
EXECUTIVE AGREES THAT HE SHALL PROTECT THE
COMPANY'S CONFIDENTIAL INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON, OR
OTHERWISE USE, EXCEPT IN CONNECTION WITH HIS DUTIES PERFORMED IN ACCORDANCE WITH
THIS AGREEMENT, ANY CONFIDENTIAL INFORMATION AT ANY TIME, INCLUDING FOLLOWING
THE TERMINATION OF HIS EMPLOYMENT WITH THE COMPANY FOR ANY REASON; PROVIDED,
HOWEVER, THAT EXECUTIVE MAY MAKE DISCLOSURES