times Executive's then current annual Salary, which amount shall be net of
all then applicable federal, state and local taxes payable by Executive relating
to such payment (said payment taking into consideration the full gross-up effect
of additional taxes payable with respect to tax payments).
8.
COVENANTS OF CONFIDENTIALITY,
NONDISCLOSURE AND NONCOMPETITION.
(A)
DURING THE TERM OF THIS AGREEMENT, EMPLOYER
WILL PROVIDE TO EXECUTIVE CERTAIN CONFIDENTIAL AND PROPRIETARY INFORMATION OWNED
BY 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 8(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 9(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 EMPLOYER LEASED OR OWNED VEHICLES,
6
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