AT COMPANY EXPENSE,
WITH THE SAME MEDICAL COVERAGE EMPLOYEE CARRIED WHILE AN ACTIVE
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EMPLOYEE FOR A PERIOD OF SIX (6) MONTHS AFTER THE TERMINATION DATE, AFTER WHICH
EMPLOYEE WILL BE ELIGIBLE UNDER THE PROVISIONS OF COBRA.
ALL OF THE FOREGOING
SHALL BE PAYABLE IN ACCORDANCE WITH THE COMPANY'S THEN EFFECTIVE PAYROLL
SCHEDULE APPLICABLE TO EMPLOYEE.
THE TERM "GOOD REASON" MEANS EMPLOYEE'S
RESIGNATION AS AN EMPLOYEE OF THE COMPANY AS A RESULT OF (I) THE COMPANY
MATERIALLY VIOLATING ANY OF ITS MATERIAL OBLIGATIONS TO EMPLOYEE UNDER THIS
AGREEMENT OR ANY OTHER AGREEMENT WITH EMPLOYEE, (II)
A SUBSTANTIAL CHANGE IN
EMPLOYEE'S DUTIES TO WHICH EMPLOYEE DOES NOT CONSENT, (III)
A DECREASE IN
EMPLOYEE'S SALARY OR PERFORMANCE BONUSES TO WHICH EMPLOYEE DOES NOT CONSENT, OR
(IV) THE COMPANY FAILING TO ENTER INTO A NEW EMPLOYMENT AGREEMENT WITH THE
EMPLOYEE THIRTY (30) DAYS PRIOR TO THE EXPIRATION OF THIS AGREEMENT, ON TERMS
EQUAL TO OR GREATER THAN THE EXISTING AGREEMENT.
SUCH TERMINATION FOR GOOD
REASON SHALL ONLY BE EFFECTIVE IF EMPLOYEE GIVES THE COMPANY A MINIMUM OF 30
DAYS' WRITTEN NOTICE, PROVIDED THAT THE OCCURRENCE OF SUCH VIOLATION SHALL HAVE
OCCURRED WITHIN THE 60 DAYS PRECEDING SUCH NOTICE AND THAT THE COMPANY SHALL
HAVE FAILED TO CURE SUCH VIOLATION WITHIN 30 DAYS AFTER RECEIPT OF SUCH NOTICE.
11.
COVENANTS OF CONFIDENTIALITY AND NON-COMPETITION.
(A)
DEFINITIONS.
FOR THIS AGREEMENT, THE FOLLOWING TERMS SHALL HAVE
THE MEANINGS SPECIFIED BELOW:
(I)
"PERSON" - ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, ASSOCIATION,
UNINCORPORATED ORGANIZATION OR OTHER ENTITY.
(II)
"TERMINATION DATE" - THE LAST DAY EMPLOYEE IS EMPLOYED BY COMPANY,
WHETHER SEPARATION IS VOLUNTARY OR INVOLUNTARY AND WITH OR WITHOUT CAUSE.
(III)
"CONFIDENTIAL INFORMATION" - INFORMATION RELATING TO COMPANY'S
CUSTOMERS, SUPPLIERS, DISTRIBUTORS, OPERATIONS, FINANCES, AND BUSINESS THAT
DERIVES VALUE FROM NOT BEING GENERALLY KNOWN TO OTHER PERSONS, INCLUDING, BUT
NOT LIMITED TO, TECHNICAL OR NONTECHNICAL DATA, FORMULAS, PATTERNS, COMPILATIONS
(INCLUDING COMPILATIONS OF CUSTOMER INFORMATION), PROGRAMS (INCLUDING COMPUTER
PROGRAMS AND SOFTWARE), DEVICES, METHODS, TECHNIQUES, DRAWINGS, PROCESSES,
FINANCIAL DATA (INCLUDING SALES AND SALES FORECASTS), AND LISTS OF ACTUAL OR
POTENTIAL CUSTOMERS OR SUPPLIERS (INCLUDING IDENTIFYING INFORMATION ABOUT THOSE
CUSTOMERS), WITHOUT REGARD TO FORM AND WHETHER OR NOT REDUCED TO WRITING.
CONFIDENTIAL INFORMATION INCLUDES INFORMATION OWNED OR DISCLOSED TO COMPANY BY
THIRD PARTIES THAT COMPANY TREATS AS OR IS OBLIGATED TO MAINTAIN AS
CONFIDENTIAL. CONFIDENTIAL INFORMATION SUBJECT TO THIS AGREEMENT MAY INCLUDE
INFORMATION THAT IS NOT A TRADE SECRET UNDER APPLICABLE LAW, BUT INFORMATION NOT
CONSTITUTING A TRADE SECRET SHALL ONLY BE TREATED AS CONFIDENTIAL INFORMATION
UNDER THIS AGREEMENT FOR A ONE-YEAR PERIOD AFTER THE TERMINATION DATE.
(IV)
"COMPETING BUSINESS" SHALL MEAN ANY ONE OR MORE OF THE FOLLOWING: (I)
THE COMPANY'S BUSINESS, OR (II) ANY OTHER BUSINESS IN WHICH THE COMPANY OR ITS
SUBSIDIARIES DEVELOPS AN INTENTION, WITH FULL KNOWLEDGE OF EMPLOYEE, TO ENGAGE
ON OR BEFORE THE TERMINATION DATE AND (A) FOR WHICH THE COMPANY OR ITS
SUBSIDIARIES PREPARED AN EXISTING BUSINESS PLAN OR STUDY ON OR BEFORE
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THE TERMINATION DATE, OR (B) FOR WHICH THE BOARD COMMISSIONED A