EXCEPT IN PERFORMANCE OF YOUR
OBLIGATIONS TO THE COMPANY HEREUNDER, DISCLOSE, EITHER DIRECTLY OR INDIRECTLY,
ANY CONFIDENTIAL INFORMATION (AS HEREINAFTER DEFINED) THAT YOU MAY LEARN BY
REASON OF HIS ASSOCIATION WITH THE COMPANY.
THE TERM "CONFIDENTIAL INFORMATION"
SHALL MEAN ANY PAST, PRESENT OR FUTURE CONFIDENTIAL OR SECRET PLANS, PROGRAMS,
DOCUMENTS, AGREEMENTS, INTERNAL MANAGEMENT REPORTS, FINANCIAL INFORMATION OR
OTHER MATERIAL RELATING TO THE BUSINESS, STRATEGIES, SERVICES OR ACTIVITIES OF
THE COMPANY, INCLUDING, WITHOUT LIMITATION, INFORMATION WITH RESPECT TO THE
COMPANY'S OPERATIONS, PROCESSES, PRODUCTS, INVENTIONS, BUSINESS PRACTICES,
FINANCES, PRINCIPALS, VENDORS, SUPPLIERS, CUSTOMERS, POTENTIAL CUSTOMERS,
MARKETING METHODS, COSTS, PRICES, CONTRACTUAL RELATIONSHIPS, INCLUDING LEASES,
REGULATORY STATUS, COMPENSATION PAID TO EMPLOYEES OR OTHER TERMS OF EMPLOYMENT,
AND TRADE SECRETS, MARKET REPORTS, CUSTOMER INVESTIGATIONS, CUSTOMER LISTS AND
OTHER SIMILAR INFORMATION THAT IS PROPRIETARY INFORMATION OF THE COMPANY.
NOTWITHSTANDING THE FOREGOING, YOU MAY DISCLOSE SUCH CONFIDENTIAL INFORMATION
WHEN REQUIRED TO DO SO BY A COURT OF COMPETENT JURISDICTION, BY ANY GOVERNMENTAL
AGENCY HAVING SUPERVISORY AUTHORITY OVER THE BUSINESS OF THE COMPANY AND/OR ITS
AFFILIATES, AS THE CASE MAY BE, OR BY ANY ADMINISTRATIVE BODY OR LEGISLATIVE
BODY (INCLUDING A COMMITTEE THEREOF) WITH JURISDICTION TO ORDER YOU TO DIVULGE,
DISCLOSE OR MAKE ACCESSIBLE SUCH INFORMATION; PROVIDED, FURTHER, THAT IN THE
EVENT THAT YOU ARE ORDERED BY ANY SUCH COURT OR OTHER GOVERNMENT AGENCY,
ADMINISTRATIVE BODY OR LEGISLATIVE BODY TO DISCLOSE ANY CONFIDENTIAL
INFORMATION, YOU SHALL (I) PROMPTLY NOTIFY THE COMPANY OF SUCH ORDER, (II) AT
THE WRITTEN REQUEST OF THE COMPANY, DILIGENTLY CONTEST SUCH ORDER AT THE SOLE
EXPENSE OF THE COMPANY AS EXPENSES OCCUR, AND (III) AT THE WRITTEN REQUEST OF
THE COMPANY, SEEK TO OBTAIN, AT THE SOLE EXPENSE OF THE COMPANY, SUCH
CONFIDENTIAL TREATMENT AS MAY BE AVAILABLE UNDER APPLICABLE LAWS FOR ANY
INFORMATION DISCLOSED UNDER SUCH ORDER.
AS USED IN THIS SECTION 5(B), "COMPANY"
SHALL MEAN THE COMPANY AND ITS AFFILIATES.
6.
ENFORCEMENT; FORFEITURE OF BONUS.
4
(A)
YOU ACKNOWLEDGE AND AGREE THAT ANY VIOLATION BY YOU OF ANY OF THE
UNDERTAKINGS CONTAINED IN SECTION 5 OF THIS AGREEMENT WOULD CAUSE THE COMPANY
IMMEDIATE, SUBSTANTIAL AND IRREPARABLE INJURY FOR WHICH THE COMPANY HAS NO
ADEQUATE REMEDY AT LAW.
ACCORDINGLY, YOU AGREE THAT, IN THE EVENT OF A BREACH
OR THREATENED BREACH BY YOU OF ANY OF THE UNDERTAKINGS IN SECTION 5 OF THIS
AGREEMENT, THE COMPANY WILL BE ENTITLED TO TEMPORARY AND PERMANENT INJUNCTIVE
RELIEF IN ANY COURT OF COMPETENT JURISDICTION (WITHOUT THE NEED TO POST BOND AND
WITHOUT PROVING THAT DAMAGES WOULD BE INADEQUATE).
(B)
YOU FURTHER AGREE THAT, IF THE COMPANY DETERMINES IN GOOD FAITH
THAT YOU HAVE BREACHED SECTION 5 OF THIS AGREEMENT, THEN:
(I)
THE TRANSACTION BONUS SHALL BE AUTOMATICALLY FORFEITED AS OF THE
DATE OF BREACH, AND
(II)
YOU SHALL PROMPTLY REPAY TO THE COMPANY AN AMOUNT EQUAL TO ANY
PAYMENT IN RESPECT OF THE TRANSACTION BONUS WHICH YOU HAVE RECEIVED PRIOR TO THE
DATE OF BREACH.
Payments required to be made pursuant to Section 6(b)(ii) above must be (i) made
within 90 days after receiving notice from