OR PHYSICAL DISABILITY OR INCAPACITY EVEN WITH REASONABLE
ACCOMMODATIONS OF SUCH DISABILITY OR INCAPACITY PROVIDED BY THE COMPANY AND ITS
SUBSIDIARIES OR IF PROVIDING SUCH ACCOMMODATIONS WOULD BE UNREASONABLE, ALL AS
DETERMINED BY THE BOARD IN ITS REASONABLE GOOD FAITH JUDGMENT.
EXECUTIVE SHALL
COOPERATE IN ALL RESPECTS WITH THE COMPANY IF A QUESTION ARISES AS TO WHETHER HE
HAS BECOME DISABLED (INCLUDING, WITHOUT LIMITATION, SUBMITTING TO AN EXAMINATION
BY A MEDICAL DOCTOR OR OTHER HEALTH CARE SPECIALISTS SELECTED BY THE COMPANY AND
AUTHORIZING SUCH MEDICAL DOCTOR OR SUCH OTHER HEALTH CARE SPECIALIST TO DISCUSS
EXECUTIVE'S CONDITION WITH THE COMPANY).
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD REASON" SHALL MEAN IF
EXECUTIVE RESIGNS FROM EMPLOYMENT WITH THE COMPANY AND ITS SUBSIDIARIES PRIOR TO
THE END OF THE
4
EMPLOYMENT PERIOD AS A RESULT OF ONE OR MORE OF THE FOLLOWING REASONS:
(I) THE
COMPANY REDUCES THE AMOUNT OF THE BASE SALARY, (II) THE COMPANY CHANGES
EXECUTIVE'S TITLE OR REDUCES HIS RESPONSIBILITIES INCONSISTENT WITH THE
POSITIONS HE HOLDS OR (III) EXECUTIVE AND THE COMPANY ARE UNABLE TO AGREE UPON
THE PROPER REPORTING OF ANY FINANCIAL MATTER WHICH EXECUTIVE REASONABLY BELIEVES
IS APPROPRIATE IN ORDER TO COMPLY WITH THE RULES AND REGULATIONS OF THE UNITED
STATES SECURITIES AND EXCHANGE COMMISSION OR IN ORDER FOR THE COMPANY'S
FINANCIAL STATEMENTS TO BE PREPARED IN CONFORMITY WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES; PROVIDED THAT WRITTEN NOTICE OF EXECUTIVE'S RESIGNATION
FOR GOOD REASON MUST BE DELIVERED TO THE COMPANY WITHIN 30 DAYS AFTER THE
OCCURRENCE OF ANY SUCH EVENT IN ORDER FOR EXECUTIVE'S RESIGNATION WITH GOOD
REASON TO BE EFFECTIVE HEREUNDER.
5.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES
THAT THE CONTINUED SUCCESS OF THE COMPANY AND ITS SUBSIDIARIES, DEPENDS UPON THE
USE AND PROTECTION OF A LARGE BODY OF CONFIDENTIAL AND PROPRIETARY INFORMATION.
ALL OF SUCH CONFIDENTIAL AND PROPRIETARY INFORMATION EXISTING PRIOR HERETO, NOW
EXISTING OR TO BE DEVELOPED IN THE FUTURE WILL BE REFERRED TO IN THIS AGREEMENT
AS "CONFIDENTIAL INFORMATION."
CONFIDENTIAL INFORMATION WILL BE INTERPRETED AS
BROADLY AS POSSIBLE TO INCLUDE ALL INFORMATION OF ANY SORT (WHETHER MERELY
REMEMBERED OR EMBODIED IN A TANGIBLE OR INTANGIBLE FORM) THAT IS (I) RELATED TO
THE COMPANY'S OR ITS SUBSIDIARIES' CURRENT OR POTENTIAL BUSINESS AND (II) IS NOT
GENERALLY OR PUBLICLY KNOWN.
CONFIDENTIAL INFORMATION INCLUDES, WITHOUT
SPECIFIC LIMITATION, THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM
DURING THE COURSE OF HIS PERFORMANCE UNDER THIS AGREEMENT CONCERNING THE
BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES, INFORMATION CONCERNING
ACQUISITION OPPORTUNITIES IN OR REASONABLY RELATED TO THE COMPANY'S OR ITS
SUBSIDIARIES' BUSINESS OR INDUSTRY OF WHICH EXECUTIVE BECOMES AWARE DURING THE
EMPLOYMENT PERIOD, THE PERSONS OR ENTITIES THAT ARE CURRENT, FORMER OR
PROSPECTIVE SUPPLIERS OR CUSTOMERS OF ANY ONE OR MORE OF THEM DURING EXECUTIVE'S
COURSE OF PERFORMANCE UNDER THIS AGREEMENT, AS WELL AS DEVELOPMENT, TRANSITION
AND TRANSFORMATION PLANS, METHODOLOGIES AND METHODS OF DOING BUSINESS,
STRATEGIC, MARKETING AND EXPANSION PLANS, INCLUDING PLANS REGARDING PLANNED AND
POTENTIAL SALES, FINANCIAL AND BUSINESS PLANS, EMPLOYEE LISTS AND TELEPHONE
NUMBERS,