TO
THE MATERIAL DISADVANTAGE OR DETRIMENT OF THE COMPANY AND ITS SUBSIDIARIES.
(F)
FOR PURPOSES OF THIS AGREEMENT,
"DISABILITY" SHALL MEAN EXECUTIVE'S INABILITY TO PERFORM THE ESSENTIAL DUTIES,
RESPONSIBILITIES AND FUNCTIONS OF HIS POSITION WITH THE COMPANY AND ITS
SUBSIDIARIES AS A RESULT OF ANY MENTAL OR PHYSICAL DISABILITY OR INCAPACITY EVEN
WITH REASONABLE ACCOMMODATIONS OF SUCH DISABILITY OR INCAPACITY PROVIDED BY THE
COMPANY AND ITS SUBSIDIARIES OR IF PROVIDING SUCH ACCOMMODATIONS WOULD BE
UNREASONABLE, ALL AS DETERMINED BY THE BOARD IN ITS REASONABLE GOOD FAITH
JUDGMENT.
EXECUTIVE SHALL COOPERATE IN ALL RESPECTS WITH THE COMPANY IF A
QUESTION ARISES AS TO WHETHER HE HAS BECOME DISABLED (INCLUDING, WITHOUT
LIMITATION, SUBMITTING TO AN EXAMINATION BY A MEDICAL DOCTOR OR OTHER HEALTH
CARE SPECIALISTS SELECTED BY THE COMPANY AND AUTHORIZING SUCH MEDICAL DOCTOR OR
SUCH OTHER HEALTH CARE SPECIALIST TO DISCUSS EXECUTIVE'S CONDITION WITH THE
COMPANY).
(G)
FOR PURPOSES OF THIS AGREEMENT, "GOOD
REASON" SHALL MEAN IF EXECUTIVE RESIGNS FROM EMPLOYMENT WITH THE COMPANY AND ITS
SUBSIDIARIES PRIOR TO THE END OF THE EMPLOYMENT PERIOD AS A RESULT OF ONE OR
MORE OF THE FOLLOWING REASONS:
(I) THE COMPANY REDUCES
4
the amount of the Base Salary, (ii) the Company changes Executive's title or
reduces his responsibilities inconsistent with the positions he holds or
(iii) Executive and the Company are unable to agree upon the proper reporting of
any financial matter which Executive reasonably believes is appropriate in order
to comply with the rules and regulations of the United States Securities and
Exchange Commission or in order for the Company's financial statements to be
prepared in conformity with generally accepted accounting principles; provided
that written notice of Executive's resignation for Good Reason must be delivered
to the Company within 30 days after the occurrence of any such event in order
for Executive's resignation with Good Reason to be effective hereunder.
5.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES THAT THE CONTINUED SUCCESS OF THE COMPANY AND ITS
SUBSIDIARIES, DEPENDS UPON THE USE AND PROTECTION OF A LARGE BODY OF
CONFIDENTIAL AND PROPRIETARY INFORMATION.
ALL OF SUCH CONFIDENTIAL AND
PROPRIETARY INFORMATION EXISTING PRIOR HERETO, NOW EXISTING OR TO BE DEVELOPED
IN THE FUTURE WILL BE REFERRED TO IN THIS AGREEMENT AS "CONFIDENTIAL
INFORMATION."
CONFIDENTIAL INFORMATION WILL BE INTERPRETED AS BROADLY AS
POSSIBLE TO INCLUDE ALL INFORMATION OF ANY SORT (WHETHER MERELY REMEMBERED OR
EMBODIED IN A TANGIBLE OR INTANGIBLE FORM) THAT IS (I) RELATED TO THE COMPANY'S
OR ITS SUBSIDIARIES' CURRENT OR POTENTIAL BUSINESS AND (II) IS NOT GENERALLY OR
PUBLICLY KNOWN.
CONFIDENTIAL INFORMATION INCLUDES, WITHOUT SPECIFIC LIMITATION,
THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM DURING THE COURSE OF HIS
PERFORMANCE UNDER THIS AGREEMENT CONCERNING THE BUSINESS AND AFFAIRS OF THE
COMPANY AND ITS SUBSIDIARIES, INFORMATION CONCERNING ACQUISITION OPPORTUNITIES
IN OR REASONABLY RELATED TO THE COMPANY'S OR ITS SUBSIDIARIES' BUSINESS OR
INDUSTRY OF WHICH EXECUTIVE BECOMES AWARE DURING THE EMPLOYMENT PERIOD, THE
PERSONS OR ENTITIES THAT ARE CURRENT, FORMER OR PROSPECTIVE SUPPLIERS OR
CUSTOMERS OF ANY ONE OR