THE TERM AND FOR THE PERIOD ENDING TWO YEARS FOLLOWING THE
DATE OF TERMINATION, THE EXECUTIVE SHALL NOT, WITHOUT THE WRITTEN CONSENT OF THE
BOARD OF DIRECTORS OF THE COMPANY OR A PERSON AUTHORIZED THEREBY, DISCLOSE TO
ANY PERSON, OTHER THAN AN EMPLOYEE OF THE COMPANY OR A PERSON TO WHOM DISCLOSURE
IS REASONABLY NECESSARY OR APPROPRIATE IN CONNECTION WITH THE PERFORMANCE BY THE
EXECUTIVE OF HIS DUTIES AS THE PRESIDENT AND CHIEF EXECUTIVE OFFICER OF THE
COMPANY, ANY SECRET, CONFIDENTIAL AND/OR PROPRIETARY INFORMATION, KNOWLEDGE OR
DATA OBTAINED BY HIM WHILE IN THE EMPLOY OF THE COMPANY OR ANY OF ITS AFFILIATES
WITH RESPECT TO THE COMPANY OR ANY OF ITS SUBSIDIARIES AND THEIR RESPECTIVE
BUSINESSES, THE DISCLOSURE OF WHICH HE KNOWS OR SHOULD KNOW WILL BE DAMAGING TO
THE COMPANY OR ANY OF ITS SUBSIDIARIES; PROVIDED HOWEVER, THAT SUCH INFORMATION,
KNOWLEDGE OR DATA SHALL NOT INCLUDE (I) ANY INFORMATION, KNOWLEDGE OR DATA KNOWN
GENERALLY TO THE PUBLIC (OTHER THAN AS A RESULT OF UNAUTHORIZED DISCLOSURE BY
THE EXECUTIVE) OR (II) ANY INFORMATION, KNOWLEDGE OR DATA WHICH THE EXECUTIVE
MAY BE REQUIRED TO DISCLOSE BY ANY APPLICABLE LAW, ORDER, OR JUDICIAL OR
ADMINISTRATIVE PROCEEDING.
(B)
THE EXECUTIVE ACKNOWLEDGES THAT MONEY DAMAGES WOULD NOT BE
SUFFICIENT REMEDY FOR ANY BREACH OF THIS PARAGRAPH 11 BY THE EXECUTIVE, AND THE
COMPANY OR ITS SUBSIDIARIES SHALL BE ENTITLED TO ENFORCE THE PROVISIONS OF THIS
PARAGRAPH 11 BY SEEKING SPECIFIC PERFORMANCE AND INJUNCTIVE RELIEF AS REMEDIES
FOR SUCH BREACH OR ANY THREATENED BREACH.
SUCH REMEDIES SHALL NOT BE DEEMED THE
EXCLUSIVE REMEDIES FOR A BREACH OF THIS PARAGRAPH 11 BUT SHALL BE IN ADDITION TO
ALL REMEDIES AVAILABLE AT LAW OR IN EQUITY, INCLUDING THE RECOVERY OF DAMAGES
FROM THE EXECUTIVE AND HIS AGENTS.
12.
PAYMENT OBLIGATIONS ABSOLUTE.
EXCEPT AS SPECIFICALLY PROVIDED IN
THIS AGREEMENT, THE COMPANY'S OBLIGATION TO PAY THE EXECUTIVE THE AMOUNTS AND TO
MAKE THE ARRANGEMENTS PROVIDED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL AND
SHALL NOT BE AFFECTED BY ANY CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, ANY
SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER RIGHT WHICH THE COMPANY
(INCLUDING ITS SUBSIDIARIES) MAY HAVE AGAINST HIM OR ANYONE ELSE.
ALL AMOUNTS
PAYABLE BY THE COMPANY SHALL BE PAID WITHOUT NOTICE OR DEMAND.
THE EXECUTIVE
SHALL NOT BE OBLIGATED TO SEEK OTHER EMPLOYMENT IN MITIGATION OF THE AMOUNTS
PAYABLE OR ARRANGEMENTS MADE UNDER ANY PROVISION OF THIS AGREEMENT, AND THE
OBTAINING OF ANY SUCH OTHER EMPLOYMENT SHALL IN NO EVENT EFFECT ANY REDUCTION OF
THE COMPANY'S OBLIGATIONS TO MAKE THE PAYMENTS AND ARRANGEMENTS REQUIRED TO BE
MADE UNDER THIS AGREEMENT.
13.
SUCCESSORS.
THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE COMPANY AND ITS SUCCESSORS AND PERMITTED ASSIGNS AND ANY SUCH
SUCCESSOR OR PERMITTED ASSIGNEE SHALL BE DEEMED SUBSTITUTED FOR THE COMPANY
UNDER THE TERMS OF THIS AGREEMENT FOR ALL PURPOSES. AS USED HEREIN, "SUCCESSOR"
AND "ASSIGNEE" SHALL BE LIMITED TO ANY PERSON, FIRM, CORPORATION OR
8
OTHER BUSINESS ENTITY WHICH AT ANY TIME, WHETHER BY PURCHASE, MERGER OR
OTHERWISE, DIRECTLY