ARRANGEMENT WHICH HAS HERETOFORE BEEN OR SHALL
HEREAFTER BE ESTABLISHED BY ANY MEMBER OF THE COMPANY AFFILIATED GROUP AND SHALL
BE IN RESPECT OF ANY SUCH CLAIMS OR PAYMENTS DUE OR ARISING FROM ANY BENEFITS,
RIGHTS OR ENTITLEMENTS IN ANY JURISDICTION.
(H)
RESIGNATION. UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT FOR ANY
REASON, THE EXECUTIVE SHALL BE DEEMED TO HAVE RESIGNED FROM ALL POSITIONS WITH
ANY MEMBER OF THE COMPANY AFFILIATED GROUP, AS APPLICABLE.
(I)
COOPERATION FOLLOWING TERMINATION. FOLLOWING TERMINATION OF THE
EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE AGREES TO REASONABLY
COOPERATE WITH THE COMPANY UPON THE REASONABLE REQUEST OF THE CHIEF EXECUTIVE
OFFICER OR CHIEF FINANCIAL OFFICER OF THE COMPANY AND TO BE REASONABLY AVAILABLE
TO THE COMPANY WITH RESPECT TO MATTERS ARISING OUT OF THE EXECUTIVE'S SERVICES
TO ANY MEMBER OF THE COMPANY AFFILIATED GROUP.
THE COMPANY SHALL REIMBURSE OR,
AT THE EXECUTIVE'S REQUEST, ADVANCE THE EXECUTIVE FOR EXPENSES REASONABLY
INCURRED IN CONNECTION WITH SUCH MATTERS.
7.
EXECUTIVE'S REPRESENTATION.
THE EXECUTIVE REPRESENTS TO THE COMPANY
THAT THE EXECUTIVE'S EXECUTION AND PERFORMANCE OF THIS AGREEMENT DOES NOT
VIOLATE ANY AGREEMENT OR OBLIGATION (WHETHER OR NOT WRITTEN) THAT THE EXECUTIVE
HAS WITH OR TO ANY PERSON OR ENTITY INCLUDING ANY PRIOR EMPLOYER.
8.
EXECUTIVE'S COVENANTS.
(A)
CONFIDENTIALITY.
THE EXECUTIVE AGREES AND UNDERSTANDS THAT THE
EXECUTIVE HAS BEEN, AND IN THE EXECUTIVE'S POSITION WITH THE COMPANY THE
EXECUTIVE WILL BE, EXPOSED TO AND RECEIVE INFORMATION RELATING TO THE
CONFIDENTIAL AFFAIRS OF THE COMPANY AFFILIATED GROUP, INCLUDING WITHOUT
LIMITATION TECHNICAL INFORMATION, BUSINESS AND MARKETING PLANS, STRATEGIES,
CUSTOMER (OR POTENTIAL CUSTOMER) INFORMATION, OTHER INFORMATION CONCERNING THE
PRODUCTS, PROMOTIONS, DEVELOPMENT, FINANCING, PRICING, TECHNOLOGY, INVENTIONS,
EXPANSION PLANS, BUSINESS POLICIES AND PRACTICES OF THE COMPANY AFFILIATED
GROUP, WHETHER OR NOT REDUCED TO TANGIBLE FORM,
AND OTHER FORMS OF INFORMATION CONSIDERED BY THE COMPANY AFFILIATED GROUP TO BE
CONFIDENTIAL AND IN THE NATURE OF TRADE SECRETS.
THE EXECUTIVE WILL NOT
KNOWINGLY DISCLOSE SUCH INFORMATION, EITHER DIRECTLY OR INDIRECTLY, TO ANY
PERSON OR ENTITY OUTSIDE THE COMPANY AFFILIATED GROUP WITHOUT THE PRIOR WRITTEN
CONSENT OF THE COMPANY; PROVIDED, HOWEVER, THAT (I) THE EXECUTIVE SHALL HAVE NO
OBLIGATION UNDER THIS SECTION 8(A) WITH RESPECT TO ANY INFORMATION THAT IS OR
BECOMES PUBLICLY KNOWN OTHER THAN AS A RESULT OF THE EXECUTIVE'S BREACH OF THE
EXECUTIVE'S OBLIGATIONS HEREUNDER AND (II) THE EXECUTIVE MAY (X) DISCLOSE SUCH
INFORMATION TO THE EXTENT HE DETERMINES THAT SO DOING IS REASONABLE OR
APPROPRIATE IN THE PERFORMANCE OF THE EXECUTIVE'S DUTIES OR, (Y) AFTER GIVING
PRIOR NOTICE TO THE COMPANY TO THE EXTENT PRACTICABLE, UNDER THE CIRCUMSTANCES,
DISCLOSE SUCH INFORMATION TO THE EXTENT REQUIRED BY APPLICABLE LAWS OR
GOVERNMENTAL REGULATIONS OR BY JUDICIAL OR REGULATORY PROCESS.
THE EXECUTIVE
SHALL COMPLY WITH THE COMPANY'S DATA PROTECTION POLICIES.
UPON TERMINATION OF
THE EXECUTIVE'S EMPLOYMENT, THE EXECUTIVE SHALL PROMPTLY SUPPLY TO THE COMPANY
ALL PROPERTY, KEYS, NOTES, MEMORANDA, WRITINGS, LISTS, FILES, REPORTS, CUSTOMER
LISTS, CORRESPONDENCE, TAPES, DISKS, CARDS, SURVEYS, MAPS, LOGS, MACHINES,
TECHNICAL DATA AND ANY OTHER TANGIBLE PRODUCT OR DOCUMENT WHICH HAS BEEN
PRODUCED BY,