to the
extent not previously vested, immediately upon the occurrence of the Separation
Date and (ii) the exercise by Employee thereof at any time after the Separation
Date and prior to 3:00 p.m. December 31, 2006. All agreements with respect to
the Stock Options shall be amended as of the date hereof to provide to Employee
the full benefits of such provisions of such Stock Option Plan and such
discretionary action by the Compensation Committee upon, and subject to, the
occurrence of the Closing. Said stock options and all rights or entitlement
thereto are not released or waived by this Agreement.
5.
NON-DISCLOSURE: S&S AND EMPLOYEE AGREE
AS FOLLOWS:
A.
EMPLOYEE ACKNOWLEDGES THAT HE HAS HELD
A POSITION OF TRUST AND CONFIDENCE WITH S&S AND THAT S&S HAS PROVIDED HIM WITH
CONFIDENTIAL INFORMATION, AS DEFINED IN THIS SECTION, THROUGH THE CLOSING DATE.
B.
EMPLOYEE AGREES THAT HE SHALL NOT
DIRECTLY OR INDIRECTLY DISCLOSE ANY CONFIDENTIAL INFORMATION UNLESS SUCH
DISCLOSURE IS (I) TO AN EMPLOYEE OF S&S; OR (II) AUTHORIZED IN WRITING BY S&S;
OR (III) REQUIRED BY ANY COURT OR ADMINISTRATIVE ENTITY OR (IV) TO ANSARY OR HIS
REPRESENTATIVES OR PERMITEES AFTER THE CLOSING DATE AND WHICH RELATES SOLELY TO
THE DIVISIONS.
C.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
THESE NON-DISCLOSURE AGREEMENTS SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT
OR THE COMPLETION OF PAYMENTS UNDER THIS AGREEMENT AND SHALL BE FULLY
ENFORCEABLE BY S&S OR ITS SUCCESSOR OR ASSIGNEE SUBSEQUENT TO THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT.
D.
FOR PURPOSES OF THIS AGREEMENT, THE TERM
"CONFIDENTIAL INFORMATION" SHALL BE DEFINED AS INFORMATION IN THE POSSESSION OF,
PREPARED BY, OBTAINED BY, OR COMPILED BY S&S THAT IS NOT GENERALLY AVAILABLE TO
THE PUBLIC. "CONFIDENTIAL INFORMATION" AS SO DEFINED SHALL INCLUDE INFORMATION
PERTAINING TO, BUT NOT LIMITED TO:
(I) FINANCIAL INFORMATION OF S&S, INCLUDING
BUT NOT LIMITED TO INFORMATION PERTAINING TO PRODUCT AND ASSET COST DATA AND
PROJECTIONS, ACTUAL AND EXPECTED REVENUES AND EXPENSES, ASSET VALUATIONS AND
LIABILITIES, BUDGETARY DATA, PROFIT AND EXPENSE MARGIN DATA, EXISTING AND
PROJECTED MANUFACTURING AND INVENTORY CAPACITIES, COMPANY AND PERSONNEL
STRENGTHS AND WEAKNESSES, AND OTHER CONFIDENTIAL AND PROPRIETARY INFORMATION
RELATED TO THE PRODUCTS OR SERVICES OF S&S, AND THE RIGHTS AND OBLIGATIONS OF
S&S, AND SAID INFORMATION INCLUDES, BUT IS NOT LIMITED TO, S&S'S PROPOSALS,
PLANS, BUDGETS AND STRATEGIES WITH RESPECT TO ITS CONTRACTS WITH THE U.S. ARMY
AS TO THE FAMILY OF MEDIUM TACTICAL VEHICLES AND RELATED MATTERS; (II) THE
IDENTITY OF S&S'S SUPPLIERS, VENDORS, CUSTOMERS, CLIENTS, AND PROSPECTS;
(III) THE BUSINESS, FINANCES AND SPECIAL NEEDS OF S&S, THEIR CUSTOMERS, CLIENTS,
AND PROSPECTS; (IV) S&S'S POLICIES AND PROCEDURES; (V) S&S'S PERSONNEL AND
COMPENSATION PLANS AND EMPLOYEE BENEFITS; (VI) CONFIDENTIAL MARKET STUDIES;
(VII) PRICING STUDIES, INFORMATION AND ANALYSES; (VIII) CURRENT AND PROSPECTIVE
BUSINESS PROJECTIONS; (IX) BUSINESS PLANS AND STRATEGIES; (X) FINANCIAL
STATEMENTS AND INFORMATION; (XI) SPECIAL PROCESSES, PROCEDURES AND SERVICES OF
S&S; AND (XII) THE TRADE SECRETS OF S&S.
5
E.
EMPLOYEE ACKNOWLEDGES AND AGREES THAT
THIS CONFIDENTIAL INFORMATION, IF DISCLOSED, WOULD PLACE S&S AT A COMPETITIVE
DISADVANTAGE.