EMPLOYER AS
MORE FULLY DESCRIBED BELOW. EXECUTIVE ACKNOWLEDGES THAT HE OCCUPIES OR WILL
OCCUPY A POSITION OF TRUST AND CONFIDENCE WITH EMPLOYER, AND THAT EMPLOYER WOULD
BE IRREPARABLY DAMAGED IF EXECUTIVE WERE TO BREACH THE COVENANTS SET FORTH IN
THIS SECTION 9(A). ACCORDINGLY, EXECUTIVE AGREES THAT HE WILL NOT, WITHOUT THE
PRIOR WRITTEN CONSENT OF EMPLOYER, AT ANY TIME DURING THE TERM OF THIS AGREEMENT
OR ANY TIME THEREAFTER, EXCEPT AS MAY BE REQUIRED BY COMPETENT LEGAL AUTHORITY
OR AS REQUIRED BY EMPLOYER TO BE DISCLOSED IN THE COURSE OF PERFORMING
EXECUTIVE'S DUTIES UNDER THIS AGREEMENT FOR EMPLOYER, USE OR DISCLOSE TO ANY
PERSON, FIRM OR OTHER LEGAL ENTITY, ANY CONFIDENTIAL RECORDS, SECRETS OR
INFORMATION OBTAINED BY EXECUTIVE DURING HIS EMPLOYMENT HEREUNDER RELATED TO
EMPLOYER OR ANY PARENT, SUBSIDIARY OR AFFILIATED PERSON OR ENTITY (COLLECTIVELY,
"CONFIDENTIAL INFORMATION"). CONFIDENTIAL INFORMATION SHALL INCLUDE, WITHOUT
LIMITATION, INFORMATION ABOUT EMPLOYER'S INVENTIONS (AS DEFINED IN
SECTION 10(A)), CUSTOMER LISTS AND PRODUCT PRICING, DATA, KNOW-HOW, FORMULAE,
PROCESSES, IDEAS, PAST, CURRENT AND PLANNED PRODUCT DEVELOPMENT, MARKET STUDIES,
COMPUTER SOFTWARE AND PROGRAMS, DATABASE AND NETWORK TECHNOLOGIES, STRATEGIC
PLANNING AND RISK MANAGEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT ALL
CONFIDENTIAL INFORMATION OF EMPLOYER AND/OR ITS AFFILIATES WILL BE RECEIVED IN
CONFIDENCE AND AS A FIDUCIARY OF EMPLOYER. EXECUTIVE WILL EXERCISE UTMOST
DILIGENCE TO PROTECT AND GUARD THE CONFIDENTIAL INFORMATION.
(B)
EXECUTIVE AGREES THAT HE WILL NOT, WITHOUT THE EXPRESS WRITTEN
CONSENT OF THE BOARD, TAKE WITH HIM UPON THE TERMINATION OF THIS AGREEMENT, ANY
DOCUMENT OR PAPER, OR ANY PHOTOCOPY OR REPRODUCTION OR DUPLICATION THEREOF,
RELATING TO ANY CONFIDENTIAL INFORMATION.
(C)
EXECUTIVE AGREES THAT HE WILL, UPON THE TERMINATION OF HIS
EMPLOYMENT, RETURN ALL EMPLOYER'S PROPERTY INCLUDING BUT NOT LIMITED TO VEHICLES
LEASED OR OWNED BY EMPLOYER, MOBILE TELEPHONE, FUEL CARD, PERSONAL COMPUTER, ALL
DOCUMENTS, WORKING PAPERS, INFORMATION WHETHER STORED ON COMPUTER DISC OR
OTHERWISE, AND ALL OTHER RECORDS RELATING TO EMPLOYER AND ITS BUSINESS.
EXECUTIVE AGREES THAT HE WILL CONFIRM IN WRITING THAT HE HAS COMPLIED WITH THIS
CLAUSE, IF REQUESTED TO DO SO BY EMPLOYER, WITHIN SEVEN (7) DAYS OF RECEIPT OF
SUCH A REQUEST.
(D)
EXECUTIVE AGREES THAT, WHILE EXECUTIVE IS EMPLOYED WITH EMPLOYER,
HE WILL NOT, EITHER DIRECTLY OR INDIRECTLY, HAVE AN INTEREST IN ANY BUSINESS
(WHETHER AS MANAGER, OPERATOR, LICENSOR, LICENSEE, PARTNER, 5% OR GREATER EQUITY
HOLDER, EMPLOYEE, CONSULTANT, DIRECTOR, ADVISOR OR OTHERWISE) COMPETITIVE WITH
EMPLOYER OR ANY OF ITS BUSINESS ACTIVITIES OR SOLICIT INDIVIDUALS OR OTHER
ENTITIES THAT ARE CUSTOMERS OR COMPETITORS OF EMPLOYER. EXECUTIVE FURTHER AGREES
THAT, FOR A PERIOD OF TWENTY-FOUR (24) MONTHS AFTER THE DATE OF TERMINATION OF
THIS AGREEMENT (THE "RESTRICTED PERIOD"), EXECUTIVE SHALL NOT USE EMPLOYER'S
TRADE SECRETS, EITHER DIRECTLY OR INDIRECTLY, TO COMPETE IN ANY WAY WITH THE
BUSINESS OF EMPLOYER AND WILL NOT SOLICIT INDIVIDUALS OR OTHER ENTITIES THAT ARE
CUSTOMERS OR COMPETITORS OF EMPLOYER DURING THE SIX-MONTH PERIOD IMMEDIATELY
PRIOR TO THE DATE OF TERMINATION OF THIS AGREEMENT, TO TERMINATE OR CHANGE THEIR
CONTRACTS OR BUSINESS RELATIONS WITH EMPLOYER. EXECUTIVE ALSO AGREES THAT, FOR
THE RESTRICTED