COMPENSATION EXECUTIVE RECEIVES WITH RESPECT TO ANY OTHER
EMPLOYMENT DURING SUCH PERIOD. UPON REQUEST FROM TIME TO TIME, EXECUTIVE SHALL
FURNISH EMPLOYER WITH A TRUE AND COMPLETE CERTIFICATE SPECIFYING ANY SUCH
COMPENSATION EARNED OR RECEIVED BY HIM DURING SUCH PERIOD.
(III)
RESIGNATION WITHOUT GOOD REASON.
IF
EXECUTIVE RESIGNS WITHOUT GOOD REASON AND PROVIDES 90 DAYS WRITTEN NOTICE PRIOR
TO TERMINATION OF EMPLOYMENT, EXECUTIVE IS ENTITLED TO THE ANNUAL BASE SALARY
AND OTHER BENEFITS ACCRUED THROUGH THE TERMINATION DATE OF THE EXECUTIVE'S
EMPLOYMENT, AND NO ADDITIONAL COMPENSATION.
(IV)
TERMINATION BY DISABILITY OR DEATH.
IF EXECUTIVE'S EMPLOYMENT IS
TERMINATED BY THE EXECUTIVE'S DISABILITY OR DEATH, EXECUTIVE SHALL RECEIVE THE
ANNUAL BASE SALARY THROUGH THE DATE OF TERMINATION, AND, IN THE CASE OF
DISABILITY, A CONTINUATION OF MEDICAL BENEFITS ON SUBSTANTIALLY THE SAME TERMS
FOR 18 MONTHS FOLLOWING THE DATE OF TERMINATION.
2.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT 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, EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES
AND AFFILIATES (AS DEFINED BELOW) ARE THE PROPERTY OF THE COMPANY, EMPLOYER OR
SUCH SUBSIDIARIES AND AFFILIATES, INCLUDING INFORMATION CONCERNING ACQUISITION
OPPORTUNITIES IN OR REASONABLY RELATED TO THE COMPANY'S AND EMPLOYER'S BUSINESS
OR INDUSTRY OF WHICH EXECUTIVE BECOMES AWARE DURING THE EMPLOYMENT PERIOD.
THEREFORE, EXECUTIVE AGREES THAT HE WILL NOT DISCLOSE TO ANY UNAUTHORIZED PERSON
(AS DEFINED BELOW) OR USE FOR HIS OWN ACCOUNT ANY OF SUCH INFORMATION,
OBSERVATIONS OR DATA WITHOUT THE BOARD'S WRITTEN CONSENT, UNLESS AND TO THE
EXTENT THAT THE AFOREMENTIONED MATTERS, (I) BECOME GENERALLY KNOWN TO AND
AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A RESULT OF EXECUTIVE'S ACTS OR
OMISSIONS TO ACT, (II) WAS KNOWN TO EXECUTIVE PRIOR TO EXECUTIVE'S EMPLOYMENT
WITH EMPLOYER, THE COMPANY OR ANY OF THEIR SUBSIDIARIES AND AFFILIATES, OR (III)
IS REQUIRED TO BE DISCLOSED PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER.
EXECUTIVE AGREES TO DELIVER TO THE COMPANY AT A SEPARATION, OR AT ANY OTHER TIME
THE COMPANY MAY REQUEST IN WRITING, ALL MEMORANDA, NOTES, PLANS, RECORDS,
REPORTS AND OTHER DOCUMENTS (AND COPIES THEREOF) RELATING TO THE BUSINESS OF THE
COMPANY, EMPLOYER AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES (INCLUDING,
WITHOUT LIMITATION, ALL ACQUISITION PROSPECTS, LISTS AND CONTACT INFORMATION)
THAT HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
(B)
OWNERSHIP OF PROPERTY.
EXECUTIVE
ACKNOWLEDGES THAT ALL INVENTIONS, INNOVATIONS, IMPROVEMENTS, DEVELOPMENTS,
METHODS, PROCESSES, PROGRAMS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, AND ALL
SIMILAR OR RELATED INFORMATION (WHETHER OR NOT PATENTABLE) THAT RELATE TO
3
THE COMPANY'S, EMPLOYER'S OR ANY OF THEIR RESPECTIVE SUBSIDIARIES' OR
AFFILIATES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT, OR
EXISTING OR FUTURE PRODUCTS OR SERVICES AND THAT ARE CONCEIVED, DEVELOPED,
CONTRIBUTED TO, MADE, OR REDUCED TO PRACTICE BY EXECUTIVE (EITHER SOLELY OR
JOINTLY WITH OTHERS) WHILE EMPLOYED BY THE COMPANY, EMPLOYER OR ANY OF THEIR
RESPECTIVE SUBSIDIARIES OR AFFILIATES (INCLUDING ANY OF THE FOREGOING THAT
CONSTITUTES ANY PROPRIETARY INFORMATION OR RECORDS) ("WORK PRODUCT") BELONG TO