COMPUTER SOFTWARE.
E.
CONFIDENTIALITY.
FOR ALL TIME HEREAFTER FOREVER, EMPLOYEE WILL
NOT USE OR MAKE AVAILABLE OR DIVULGE TO ANY PERSON, FIRM, CORPORATION OR OTHER
ENTITY ANY INFORMATION OF OR REGARDING COMPANY INCLUDING, WITHOUT LIMITATION,
TRADE SECRETS, CUSTOMER LISTS, BUSINESS POLICIES, FINANCIAL INFORMATION,
TECHNICAL INFORMATION, EMPLOYEE INFORMATION, METHODS OF OPERATION, MARKETING
PROGRAMS, CUSTOMER PRICE LISTS OR ANY OTHER CONFIDENTIAL OR SECRET INFORMATION
CONCERNING THE BUSINESS AND AFFAIRS OF COMPANY OR ANY OF ITS AFFILIATES, EXCEPT
TO THE EXTENT (I) SUCH INFORMATION IS IN THE PUBLIC DOMAIN WITHOUT FAULT OF
5
EMPLOYEE OR (II) EMPLOYEE IS REQUIRED TO RESPOND TO A LAWFUL AND VALID SUBPOENA
OR OTHER LEGAL PROCESS OR OTHER GOVERNMENT OR REGULATORY INQUIRY, IN WHICH CASE
HE SHALL GIVE COMPANY PROMPT NOTICE THEREOF (EXCEPT TO THE EXTENT LEGALLY
PROHIBITED).
F.
CONFIDENTIALITY OF AGREEMENT.
UNTIL SUCH TIME AS THE TERMS OF
THIS AGREEMENT HAVE BEEN PUBLICLY DISCLOSED BY COMPANY, EMPLOYEE AGREES THAT HE
WILL KEEP THE TERMS AND CONDITIONS OF THIS AGREEMENT THAT HAVE NOT BEEN SO
DISCLOSED STRICTLY CONFIDENTIAL EXCEPT THAT EMPLOYEE MAY DISCLOSE THE TERMS AND
CONDITIONS OF THIS AGREEMENT TO HIS SPOUSE, IF ANY, ATTORNEY, TAX PREPARER,
GOVERNMENT AGENCIES OR AS REQUIRED BY LAW.
G.
NON-DISPARAGEMENT.
FOR ALL TIME HEREAFTER FOREVER, EMPLOYEE
AGREES THAT HE SHALL NOT DISPARAGE OR DEFAME COMPANY OR ITS EMPLOYEES OR
DIRECTORS IN ANY RESPECT.
H.
COOPERATION AND CONTINUING ASSISTANCE FROM EMPLOYEE.
EMPLOYEE
AGREES TO COOPERATE WITH REASONABLE REQUESTS BY THE COMPANY THROUGH THE
EXPIRATION OF HIS SERVICE ON THE BOARD OF DIRECTORS OF THE COMPANY TO PROVIDE
INFORMATION OR ASSIST COMPANY WITH THE TRANSITION OF EMPLOYEE'S JOB DUTIES TO
OTHER COMPANY EMPLOYEES, WHICH SHALL BE AT COMPANY'S EXPENSE.
I.
MEMBER OF BOARD OF DIRECTORS.
EMPLOYEE WILL CONTINUE TO SERVE
ON COMPANY'S BOARD OF DIRECTORS UNTIL THE EARLIER OF (I) THE SHAREHOLDERS'
MEETING OF COMPANY WHICH IS CURRENTLY SCHEDULED TO BE HELD IN MAY 2008
("SHAREHOLDERS' MEETING") OR MAY 15, 2008.
EMPLOYEE SHALL NOT BE ENTITLED TO
COMPENSATION FOR HIS SERVICE ON THE BOARD OF DIRECTORS, AND EMPLOYEE WILL NOT BE
ELIGIBLE FOR RE-ELECTION TO THE BOARD OF DIRECTORS AFTER THE DATE OF THE
SHAREHOLDERS' MEETING.
J.
REMEDIES.
EMPLOYEE ACKNOWLEDGES THAT ANY BREACH OF ANY OF HIS
AGREEMENTS, COVENANTS AND PROMISES SET FORTH IN SECTIONS 4.C., 4.D., 4.E., 4.F.,
4.G., 4.H., AND 4.I. WILL CAUSE COMPANY IRREPARABLE HARM FOR WHICH THERE IS NO
ADEQUATE REMEDY AT LAW, AND EMPLOYEE THEREFORE CONSENTS TO THE ISSUANCE OF AN
INJUNCTION IN FAVOR OF COMPANY ENJOINING THE BREACH OF ANY OF THOSE AGREEMENTS,
COVENANTS AND PROMISES BY ANY COURT OF COMPETENT JURISDICTION.
IF ANY
AGREEMENT, COVENANT OR PROMISE MADE BY EMPLOYEE IN THIS SECTION 4 SHOULD BE HELD
TO BE UNENFORCEABLE BECAUSE OF ITS SCOPE OR DURATION, OR THE AREA OR SUBJECT
MATTER COVERED THEREBY, EMPLOYEE AGREES THAT THE COURT MAKING SUCH DETERMINATION
SHALL HAVE THE POWER TO REDUCE OR MODIFY THE SCOPE, DURATION, SUBJECT MATTER OR
AREA OF THAT AGREEMENT, COVENANT OR PROMISE TO THE EXTENT THAT ALLOWS THE
MAXIMUM SCOPE, DURATION, SUBJECT MATTER OR