TO THE
EXPIRATION OF 30 DAYS AFTER SUCH DETERMINATION, THEN SUCH ADVANCE SHALL BE
DEEMED PAID TO EXECUTIVE AND SHALL NOT BE REQUIRED TO BE REPAID AND THE AMOUNT
OF SUCH ADVANCE SHALL OFFSET, TO THE EXTENT THEREOF, THE AMOUNT OF GROSS-UP
PAYMENT REQUIRED TO BE PAID.
(E)
NOTWITHSTANDING THE FOREGOING, ALL GROSS-UP PAYMENTS AND
ADJUSTMENTS SHALL BE PAID NO LATER THAN THE END OF THE CALENDAR YEAR FOLLOWING
THE YEAR IN WHICH THE EXECUTIVE REMITS THE RELATED TAXES AS NECESSARY TO COMPLY
WITH CODE SECTION 409A.
6.
EXCLUSIVE EMPLOYMENT, CONFIDENTIAL INFORMATION, ETC.
6.1
NON-SOLICITATION.
EXECUTIVE'S EMPLOYMENT HEREUNDER IS ON AN
EXCLUSIVE BASIS, AND DURING THE PERIOD OF EXECUTIVE'S EMPLOYMENT HEREUNDER AND
THEREAFTER, IN THE EVENT OF EXECUTIVE'S VOLUNTARY RESIGNATION WITHOUT "GOOD
REASON," FOR A PERIOD OF 12 MONTHS FOLLOWING THE DATE OF SUCH RESIGNATION (THE
"NON-SOLICITATION PERIOD"), EXECUTIVE WILL NOT (X) DIRECTLY OR INDIRECTLY,
ENGAGE, EMPLOY OR SOLICIT THE EMPLOYMENT OF ANY PERSON WHO IS THEN OR HAS BEEN
WITHIN SIX (6) MONTHS PRIOR THERETO, AN EMPLOYEE OF THE COMPANY OR ANY OF THE
COMPANY'S AFFILIATES OR PREDECESSORS, OR (Y) REQUEST, ADVISE OR SUGGEST TO ANY
CUSTOMER OR SUPPLIER TO THE COMPANY THAT SUCH PERSON CURTAIL, CANCEL OR WITHDRAW
ITS BUSINESS FROM THE COMPANY.
6.2
CONFIDENTIAL INFORMATION.
EXECUTIVE SHALL NOT DURING THE
EMPLOYMENT TERM OR AT ANY TIME THEREAFTER USE FOR EXECUTIVE'S OWN PURPOSES, OR
DISCLOSE TO OR FOR THE BENEFIT OF ANY THIRD PARTY, ANY TRADE SECRET OR OTHER
CONFIDENTIAL INFORMATION OF THE COMPANY OR ANY OF ITS AFFILIATES OR PREDECESSORS
(EXCEPT AS MAY BE REQUIRED BY LAW OR IN THE PERFORMANCE OF EXECUTIVE'S DUTIES
HEREUNDER), AND EXECUTIVE WILL COMPLY WITH ANY CONFIDENTIALITY OBLIGATIONS OF
THE
7
COMPANY TO THIRD PARTIES.
NOTWITHSTANDING THE FOREGOING, CONFIDENTIAL
INFORMATION SHALL BE DEEMED NOT TO INCLUDE INFORMATION WHICH (I) IS OR BECOMES
GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A DISCLOSURE BY
EXECUTIVE OR ANY OTHER PERSON WHO DIRECTLY OR INDIRECTLY RECEIVES SUCH
INFORMATION FROM EXECUTIVE OR AT EXECUTIVE'S DIRECTION OR (II) IS OR BECOMES
AVAILABLE TO EXECUTIVE ON A NON-CONFIDENTIAL BASIS FROM A SOURCE WHICH IS
ENTITLED TO DISCLOSE IT TO EXECUTIVE.
6.3
COMPANY OWNERSHIP.
THE RESULTS AND PROCEEDS OF EXECUTIVE'S
SERVICES HEREUNDER, INCLUDING, WITHOUT LIMITATION, ANY WORKS OF AUTHORSHIP
RESULTING FROM EXECUTIVE'S SERVICES DURING EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY OR ANY OF ITS AFFILIATES OR PREDECESSORS AND ANY WORKS IN PROGRESS,
SHALL BE WORKS-MADE-FOR-HIRE AND THE COMPANY SHALL BE DEEMED THE SOLE OWNER
THROUGHOUT THE UNIVERSE OF ANY AND ALL RIGHTS OF WHATSOEVER NATURE THEREIN,
WHETHER OR NOT NOW OR HEREAFTER KNOWN, EXISTING, CONTEMPLATED, RECOGNIZED OR
DEVELOPED, WITH THE RIGHT TO USE THE SAME IN PERPETUITY IN ANY MANNER THE
COMPANY DETERMINES IN ITS SOLE DISCRETION WITHOUT ANY FURTHER PAYMENT TO
EXECUTIVE WHATSOEVER.
IF FOR ANY REASON ANY OF SUCH RESULTS AND PROCEEDS SHALL
NOT LEGALLY BE A WORK-FOR-HIRE OR THERE ARE ANY RIGHTS WHICH DO NOT ACCRUE TO
THE COMPANY UNDER THE PRECEDING SENTENCE, THEN EXECUTIVE HEREBY IRREVOCABLY
ASSIGNS AND AGREES TO ASSIGNS ANY