FROM ANY OF THE COMPANY'S OR ANY
SUBSIDIARY'S CUSTOMERS WITH WHOM HOLDER HAS A RELATIONSHIP OR THE IDENTITY OF
WHOM BECAME KNOWN TO HOLDER BY REASON OF HOLDER'S RELATIONSHIP WITH THE COMPANY
OR ANY SUBSIDIARY, FOR AND ON BEHALF OF ANY OF THE COMPANY'S COMPETITORS;
(f) HOLDER DISPARAGES THE COMPANY OR ANY SUBSIDIARY OR COMMITS ANY
OTHER ACT OF DISLOYALTY;
(g) HOLDER ENGAGES IN ANY CONDUCT IN VIOLATION OF HOLDER'S CONTRACTUAL
OBLIGATIONS TO THE COMPANY OR ANY SUBSIDIARY, INCLUDING BUT NOT LIMITED TO A
VIOLATION OF ANY VALID NON-COMPETITION, NON-DISCLOSURE, NON-SOLICITATION OR
OTHER AGREEMENT;
(h) HOLDER FAILS TO ASSIGN TO THE COMPANY OR ANY SUBSIDIARY ANY
PATENT, COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY RIGHT IN VIOLATION
OF ANY OF THE POLICIES OF THE COMPANY OR ANY SUBSIDIARY OR ANY AGREEMENT BETWEEN
HOLDER AND THE COMPANY OR ANY SUBSIDIARY; OR
A-4
(i) HOLDER REFUSES TO BE AVAILABLE FOR REASONABLE CONSULTATION WITH
RESPECT TO THE SUBJECT MATTER OF HOLDER'S EMPLOYMENT OR ENGAGEMENT FOLLOWING
TERMINATION OF SUCH EMPLOYMENT.
THE ACTS OR CIRCUMSTANCES DESCRIBED IN THIS SECTION 5.1 SHALL BE REFERRED TO AS
"EVENTS OF FORFEITURE".
5.2 FOR PURPOSES OF THIS ARTICLE V, THE TERM "PROPRIETARY INFORMATION"
SHALL MEAN ALL CONFIDENTIAL OR SECRET CUSTOMER LISTS, PROSPECTIVE CUSTOMER
LISTS, TRADE SECRETS, PROCESSES, PRODUCT FORMULATIONS, INVENTIONS, IMPROVEMENTS,
MANUFACTURING FORMULATION OR SYSTEMS TECHNIQUES, PRODUCT FORMULAS, DEVELOPMENT
OR EXPERIMENTAL WORK, WORKS IN PROCESS, BUSINESS, MARKETING AND COMPETITIVE
STRATEGIES, INFORMATION RELATING TO ANY PATENT, TRADEMARK OR OTHER INTELLECTUAL
PROPERTY RIGHT OF THE COMPANY OR ANY SUBSIDIARY, AND ANY OTHER SECRET OR
CONFIDENTIAL PROPRIETARY MATTER RELATING TO OR PERTAINING TO THE PRODUCTS,
SERVICES, SALES OR BUSINESS OF THE COMPANY OR ANY SUBSIDIARY.
5.3 IN ADDITION TO THE FOREGOING RIGHTS AND ANY AND ALL OTHER RIGHTS WHICH
THE COMPANY (OR ANY OF ITS SUBSIDIARIES OR AFFILIATES) MAY HAVE AGAINST HOLDER
AT LAW OR IN EQUITY, HOLDER FURTHER AGREES THAT UPON THE OCCURRENCE OF ANY OF
THE EVENTS OF FORFEITURE DESCRIBED IN SECTION 5.1, UPON THE DETERMINATION OF THE
ADMINISTRATOR, HOLDER SHALL OWE THE COMPANY THE FAIR MARKET VALUE OF THE SHARES
(MEASURED AS OF THE DATE THE FORFEITURE RESTRICTION THEREON LAPSED) OF ALL
SHARES RELEASED FROM THE FORFEITURE RESTRICTION WITHIN THE THREE YEARS PRECEDING
THE ADMINISTRATOR'S DETERMINATION THAT AN EVENT OF FORFEITURE HAS OCCURRED.
HOLDER SHALL PAY SUCH AMOUNT TO THE COMPANY WITHIN 30 DAYS OF THE
ADMINISTRATOR'S WRITTEN DETERMINATION THAT AN EVENT OF FORFEITURE HAS OCCURRED,
WHICH DETERMINATION MAY BE MADE BY NOTICE TO HOLDER WITHIN ANY TIME UP TO TWO
YEARS FOLLOWING HOLDER'S TERMINATION OF EMPLOYMENT, TERMINATION OF DIRECTORSHIP
OR TERMINATION OF CONSULTANCY, AS APPLICABLE.
5.4 BY ACCEPTING THIS AGREEMENT, HOLDER CONSENTS TO DEDUCTION FROM ANY
AMOUNTS THE COMPANY MAY OWE TO HOLDER FROM TIME TO TIME (INCLUDING AMOUNTS OWED
TO HOLDER AS WAGES OR OTHER COMPENSATION, FRINGE BENEFITS, VACATION PAY OR
COMMISSIONS) TO THE EXTENT OF ANY AMOUNT WHICH HOLDER OWES THE COMPANY PURSUANT
TO THE PROVISIONS OF SECTION 5.3. WHETHER OR NOT THE COMPANY ELECTS TO MAKE ANY
SET-OFF IN WHOLE OR IN PART, IF THE