OUTSTANDING LONG-TERM INCENTIVE AWARDS SHALL BE SUBJECT TO THE
TREATMENT PROVIDED UNDER THE APPLICABLE LONG-TERM INCENTIVE PLAN OF THE COMPANY
AND ALL OTHER BENEFITS TO WHICH EXECUTIVE HAS A VESTED RIGHT AT THE RETIREMENT
DATE, ACCORDING TO THE PROVISIONS OF THE GOVERNING PLAN OR PROGRAM.
2
5.
EXECUTIVE AGREES THAT AS OF THE RETIREMENT DATE, HE WILL HAVE
RETURNED ALL PROPERTY OF THE COMPANY, INCLUDING BUT NOT LIMITED TO, ANY
COMPUTERS (OTHER THAN THE COMPUTERS LOCATED AT EXECUTIVE'S HOMES WHICH EXECUTIVE
SHALL BE ENTITLED TO RETAIN), BLACKBERRY DEVICES, TELEPHONES, DOCUMENTS, BOOKS,
RECORDS (WHETHER IN ELECTRONIC FORMAT OR HARD COPY), REPORTS, FILES,
CORRESPONDENCE, NOTEBOOKS, MANUALS, NOTES, SPECIFICATIONS, MAILING LISTS, CREDIT
CARDS AND DATA IN HIS POSSESSION OR CONTROL.
NOTWITHSTANDING THE FOREGOING,
EXECUTIVE SHALL HAVE THE RIGHT REMOVE FROM THE COMPANY'S PREMISES THE WORKS OF
ART AND OTHER PERSONAL ITEMS THAT EXECUTIVE OWNS.
EXECUTIVE SHALL ALSO HAVE THE
RIGHT TO CONTINUE TO USE THE CAR LEASED FOR HIM IN THE UNITED STATES UNTIL THE
END OF THE LEASE TERM IN JUNE 30, 2005, IT BEING AGREED THAT THE COMPANY SHALL
CONTINUE TO MAKE THE LEASE PAYMENTS BUT EXECUTIVE SHALL BE RESPONSIBLE FOR ALL
OTHER COSTS ASSOCIATED WITH THE CAR, INCLUDING MAINTAINING INSURANCE ON THE
VEHICLE AND THE COST OF REPAIRS.
WITHIN THIRTY (30) DAYS PRIOR TO THE
EXPIRATION OF THE LEASE TERM FOR SUCH CAR, EXECUTIVE SHALL PROVIDE NOTICE TO THE
COMPANY OF HIS INTENTION TO EITHER PURCHASE THE CAR WITH HIS OWN FUNDS OR RETURN
THE CAR TO ITS LESSOR UPON THE EXPIRATION OF THE LEASE.
THE COMPANY AGREES TO
TRANSFER TO EXECUTIVE THE CAR PROVIDED TO HIM IN ISRAEL, PROVIDED, HOWEVER, THAT
EXECUTIVE SHALL BE RESPONSIBLE FOR ANY TAXES INCURRED IN CONNECTION WITH THE
TRANSFER OF TITLE AND OWNERSHIP FROM THE COMPANY TO EXECUTIVE.
6.
EXECUTIVE SHALL NOT MAKE ANY STATEMENTS, EITHER DIRECTLY OR
THROUGH OTHER PERSONS OR ENTITIES, WHICH ARE DISPARAGING TO THE COMPANY OR ANY
OF ITS AFFILIATES, MANAGEMENT, OFFICERS, DIRECTORS, SERVICES, PRODUCTS,
OPERATIONS, PROSPECTS OR OTHER MATTERS RELATING TO THE COMPANY'S BUSINESSES NOW
OR IN THE FUTURE.
THE COMPANY, AND ITS OFFICERS AND DIRECTORS SHALL NOT MAKE
ANY STATEMENTS, EITHER DIRECTLY OR THROUGH OTHER PERSONS OR ENTITIES, WHICH ARE
DISPARAGING TO EXECUTIVE NOW OR IN THE FUTURE.
THE PARTIES AGREE THAT A BREACH
OF THE PROVISIONS OF THIS PARAGRAPH 6 SHALL CONSTITUTE A MATERIAL BREACH OF THE
AGREEMENT.
7.
EXECUTIVE RECOGNIZES THAT HE HAD ACCESS TO AND KNOWLEDGE OF
CONFIDENTIAL AND PROPRIETARY INFORMATION OF THE COMPANY AND ITS SUBSIDIARIES
(COLLECTIVELY, THE "SAVIENT GROUP") THAT IS ESSENTIAL TO THE PERFORMANCE OF HIS
DUTIES.
EXECUTIVE AGREES THAT HE WILL NOT, IN WHOLE OR IN PART, DISCLOSE SUCH
INFORMATION TO ANY PERSON, FIRM, CORPORATION, ASSOCIATION, OR OTHER ENTITY FOR
ANY REASON OR PURPOSE WHATSOEVER, NOR SHALL HE MAKE USE OF ANY SUCH INFORMATION
FOR HIS OWN PURPOSES, SO LONG AS SUCH INFORMATION HAS NOT OTHERWISE BEEN
DISCLOSED TO THE PUBLIC OR IS NOT OTHERWISE IN THE PUBLIC DOMAIN EXCEPT AS
REQUIRED BY LAW OR PURSUANT TO ADMINISTRATIVE OR LEGAL