IF SUCH PARACHUTE TAX WERE NOT
APPLICABLE.
SECTION
8.
CONFIDENTIAL INFORMATION AND INVENTIONS.
A.
NONDISCLOSURE.
THE EXECUTIVE HEREBY ACKNOWLEDGES THAT THE
EXECUTIVE HAS KNOWLEDGE OF CERTAIN CONFIDENTIAL AND PROPRIETARY INFORMATION
RELATING TO COMPANY, PSI OR THEIR AFFILIATES AND THAT IT WILL BE NECESSARY, IN
CONNECTION WITH THE PERFORMANCE OF SERVICES HEREUNDER, TO PROVIDE OR MAKE
AVAILABLE TO THE EXECUTIVE CERTAIN CONFIDENTIAL AND PROPRIETARY INFORMATION,
INCLUDING, BUT NOT LIMITED TO, BUSINESS AND FINANCIAL INFORMATION, TECHNOLOGICAL
INFORMATION, STRATEGIES, THE STATUS AND CONTENT OF CONTRACTS WITH SUPPLIERS OR
CLIENTS, CUSTOMER LISTS AND FINANCIAL INFORMATION ON CUSTOMERS, INTELLECTUAL
PROPERTY, TRADE SECRETS AND OTHER INFORMATION RELATING TO THE BUSINESSES,
PRODUCTS, TECHNOLOGY, SERVICES, CUSTOMERS, METHODS OR TACTICS OF THE COMPANY,
PSI OR ITS AFFILIATES (ANY SUCH CONFIDENTIAL OR PROPRIETARY INFORMATION BEING
HEREINAFTER REFERRED TO AS "CONFIDENTIAL INFORMATION").
THE EXECUTIVE FURTHER
ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION CONSTITUTES VALUABLE TRADE
SECRETS OF COMPANY, PSI AND ITS AFFILIATES AND AGREES THAT ANY SUCH CONFIDENTIAL
INFORMATION SHALL REMAIN THE PROPERTY OF THE COMPANY, PSI AND THEIR AFFILIATES
AT ALL TIMES DURING THE TERM OF THIS AGREEMENT AND FOLLOWING THE EXPIRATION OR
TERMINATION HEREOF.
THE EXECUTIVE SHALL NOT PUBLISH, DISSEMINATE, DISTRIBUTE,
DISCLOSE, SELL, ASSIGN, TRANSFER, COPY, REMOVE FROM THE PREMISES OF THE COMPANY,
PSI OR THEIR AFFILIATES, COMMERCIALLY EXPLOIT, MAKE AVAILABLE TO OTHERS, OR
OTHERWISE MAKE USE OF ANY CONFIDENTIAL INFORMATION TO OR FOR THE USE OR BENEFIT
OF THE EXECUTIVE OR ANY OTHER PERSON, FIRM, CORPORATION OR ENTITY, EXCEPT AS
SPECIFICALLY AND PREVIOUSLY AUTHORIZED IN WRITING BY THE BOARD OR AS REQUIRED
FOR THE DUE AND PROPER PERFORMANCE OF HIS DUTIES AND OBLIGATIONS UNDER THIS
AGREEMENT.
IN ADDITION, THE EXECUTIVE SHALL EMPLOY ALL NECESSARY SAFEGUARDS AND
PRECAUTIONS IN ORDER TO ENSURE THAT UNAUTHORIZED ACCESS TO THE CONFIDENTIAL
INFORMATION IS NOT AFFORDED TO ANY PERSON, FIRM, CORPORATION OR ENTITY.
UPON
ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT, OR IF THE BOARD OR THE COMPANY
SO REQUESTS AT ANY TIME, THE EXECUTIVE SHALL PROMPTLY RETURN TO THE COMPANY, PSI
AND THEIR AFFILIATES ALL CONFIDENTIAL INFORMATION IN THE EXECUTIVE'S POSSESSION,
WHETHER IN WRITING, ON COMPUTER DISKS OR OTHER MEDIA, WITHOUT RETAINING ANY
COPIES, EXTRACTS OR OTHER REPRODUCTIONS THEREOF.
NOTWITHSTANDING THE FOREGOING,
NOTHING CONTAINED IN THIS SECTION 8(A) SHALL PREVENT THE PUBLISHING,
DISSEMINATION, DISTRIBUTION, DISCLOSURE, SALE, ASSIGNMENT, TRANSFER, COPYING,
REMOVAL, COMMERCIAL EXPLOITATION OR OTHER USE BY THE EXECUTIVE OF ANY
INFORMATION THAT (I) IS GENERALLY AVAILABLE TO THE PUBLIC (OTHER THAN THROUGH A
BREACH OF AN OBLIGATION OF CONFIDENTIALITY, OR (II) IS LAWFULLY OBTAINED BY THE
EXECUTIVE WITHOUT OBLIGATION OF CONFIDENTIALITY FROM A SOURCE OTHER THAN THE
COMPANY, PSI OR ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR OTHER
REPRESENTATIVES (PROVIDED, HOWEVER, THAT SUCH SOURCE IS NOT BOUND BY A
CONFIDENTIALITY AGREEMENT WITH THE COMPANY, PSI OR ANY OF ITS AFFILIATES AND IS
NOT OTHERWISE UNDER AN OBLIGATION OF SECRECY OR CONFIDENTIALITY TO EITHER OF
THEM).
B.
REQUESTS FOR DISCLOSURE.
IT SHALL NOT BE A BREACH OF THE
OBLIGATIONS OF SECTION 8(A) IF EXECUTIVE DISCLOSES CONFIDENTIAL INFORMATION AS
REQUIRED BY JUDICIAL OR ADMINISTRATIVE PROCESS