TERM "DISABILITY" SHALL MEAN THAT THE COMPANY DETERMINES THAT
DUE TO PHYSICAL OR MENTAL ILLNESS OR INCAPACITY, WHETHER TOTAL OR PARTIAL, THE
EXECUTIVE IS SUBSTANTIALLY UNABLE TO PERFORM HIS DUTIES HEREUNDER FOR A PERIOD
OF 90 CONSECUTIVE DAYS OR SHORTER PERIODS AGGREGATING 90 DAYS DURING ANY PERIOD
OF 180 CONSECUTIVE DAYS.
(D)
DEATH.
IN THE EVENT OF THE EXECUTIVE'S DEATH WHILE HE IS EMPLOYED
DURING THE TERM, THE EXECUTIVE'S ESTATE OR NAMED BENEFICIARY SHALL BE ENTITLED
TO (I) PAYMENT OF HIS SALARY UP TO AND INCLUDING THE DATE OF TERMINATION, (II)
PAYMENT OF ANY UNPAID EXPENSE REIMBURSEMENTS AND (III) PAYMENT OF LIFE INSURANCE
BENEFITS UNDER THE LIFE INSURANCE POLICY.
6
6.
COVENANTS OF THE EXECUTIVE
(A)
CONFIDENTIAL INFORMATION.
AS AN EMPLOYEE OF THE COMPANY, THE
EXECUTIVE ACKNOWLEDGES THAT HE HAS HAD AND WILL HAVE ACCESS TO CONFIDENTIAL OR
PROPRIETARY INFORMATION OR BOTH RELATING TO THE BUSINESS OF, OR BELONGING TO,
THE COMPANY OR ANY OF ITS AFFILIATES OR THIRD PARTIES AND THE ASSETS ACQUIRED BY
THE COMPANY IN CONNECTION WITH THE PURCHASE AGREEMENT INCLUDING, BUT NOT LIMITED
TO, PROPRIETARY OR CONFIDENTIAL INFORMATION, TECHNICAL DATA, TRADE SECRETS, OR
KNOW-HOW IN RESPECT OF RESEARCH, PRODUCT PLANS, PRODUCTS, SERVICES, CUSTOMER
LISTS, CUSTOMERS, MARKETS, COMPUTER SOFTWARE (INCLUDING OBJECT CODE AND SOURCE
CODE), DATA AND DATABASES, OUTCOMES RESEARCH, DOCUMENTATION, INSTRUCTIONAL
MATERIAL, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS, TECHNOLOGY, DESIGNS,
DRAWINGS, ENGINEERING, HARDWARE, CONFIGURATION INFORMATION, MODELS,
MANUFACTURING PROCESSES, SALES INFORMATION, COST INFORMATION, BUSINESS PLANS,
BUSINESS OPPORTUNITIES, MARKETING, FINANCES OR OTHER BUSINESS INFORMATION
DISCLOSED TO THE EXECUTIVE IN ANY MANNER INCLUDING BY DRAWINGS OR OBSERVATIONS
OF PARTS OR EQUIPMENT, ETC., ALL OF WHICH HAVE SUBSTANTIAL VALUE TO THE COMPANY
(COLLECTIVELY, "CONFIDENTIAL INFORMATION").
(I)
THE EXECUTIVE AGREES THAT BOTH DURING THE TERM AND AFTER THE TERMINATION
OF THE EXECUTIVE'S EMPLOYMENT FOR ANY REASON, THE EXECUTIVE SHALL NOT: (A) USE
ANY CONFIDENTIAL INFORMATION EXCEPT IN THE COURSE OF HIS EMPLOYMENT BY THE
COMPANY; OR (B) DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY OTHER PERSON OR
ENTITY, EXCEPT TO PERSONNEL OF THE COMPANY UTILIZING IT IN THE COURSE OF THEIR
EMPLOYMENT BY THE COMPANY OR TO PERSONS IDENTIFIED TO THE
EXECUTIVE IN WRITING
BY THE COMPANY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY.
(II)
BOTH DURING THE TERM AND AFTER THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT FOR ANY REASON, THE COMPANY SHALL RESPECT AND ADHERE TO ANY
NON-DISCLOSURE, CONFIDENTIALITY OR SIMILAR AGREEMENTS TO WHICH THE COMPANY OR
ANY OF ITS AFFILIATES ARE, OR DURING THE PERIOD OF THE EXECUTIVE'S EMPLOYMENT BY
THE COMPANY, BECOMES, A PARTY OR SUBJECT.
UPON THE REQUEST OF THE EXECUTIVE,
THE COMPANY SHALL DISCLOSE TO THE EXECUTIVE ANY SUCH AGREEMENTS TO WHICH IT IS A
PARTY OR IS SUBJECT.
(III)
THE EXECUTIVE HEREBY CONFIRMS THAT ALL CONFIDENTIAL INFORMATION AND
"COMPANY MATERIALS" (AS HEREINAFTER DEFINED) ARE AND SHALL REMAIN THE EXCLUSIVE
PROPERTY OF THE COMPANY.
IMMEDIATELY UPON THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT FOR ANY REASON, OR DURING THE TERM UPON THE REQUEST OF THE COMPANY,
THE EXECUTIVE SHALL RETURN ALL COMPANY MATERIALS, OR ANY REPRODUCTION OF SUCH