WITHOUT
LIMITATION, INFORMATION REGARDING LITIGATION AND PENDING LITIGATION) CONCERNING
THE COMPANY AND THE SUBSIDIARIES WHICH WAS ACQUIRED BY OR DISCLOSED TO THE
EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY, OR DURING THE
COURSE OF ANY CONSULTATION WITH THE COMPANY FOLLOWING HIS TERMINATION OF
EMPLOYMENT PURSUANT TO PARAGRAPH 3, AND NOT TO DISCLOSE THE SAME, EITHER
DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, FIRM, OR BUSINESS ENTITY, OR TO USE
IT IN ANY WAY.
(B)
TO THE EXTENT THAT ANY COURT OR AGENCY SEEKS TO HAVE THE EXECUTIVE
DISCLOSE CONFIDENTIAL INFORMATION, HE SHALL PROMPTLY INFORM THE COMPANY, AND HE
SHALL TAKE SUCH REASONABLE STEPS TO PREVENT DISCLOSURE OF CONFIDENTIAL
INFORMATION UNTIL THE COMPANY HAS BEEN INFORMED OF SUCH REQUESTED DISCLOSURE,
AND THE COMPANY HAS AN OPPORTUNITY TO RESPOND TO SUCH COURT OR AGENCY.
TO THE
EXTENT THAT THE EXECUTIVE OBTAINS INFORMATION ON BEHALF OF THE COMPANY OR ANY OF
THE SUBSIDIARIES THAT MAY BE SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AS TO THE
COMPANY'S ATTORNEYS, THE EXECUTIVE SHALL TAKE REASONABLE STEPS TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND TO PRESERVE SUCH PRIVILEGE.
(C)
NOTHING IN THE FOREGOING PROVISIONS OF THIS PARAGRAPH 7 SHALL BE
CONSTRUED SO AS TO PREVENT THE EXECUTIVE FROM USING, IN CONNECTION WITH HIS
EMPLOYMENT FOR HIMSELF OR AN EMPLOYER OTHER THAN THE COMPANY OR ANY OF THE
SUBSIDIARIES, KNOWLEDGE WHICH IS GENERALLY KNOWN (OTHER THAN BY REASON OF A
VIOLATION OF THIS PARAGRAPH 7) TO PERSONS OF HIS EXPERIENCE IN OTHER COMPANIES
IN THE SAME INDUSTRY.
8.
DEFENSE OF CLAIMS.
THE EXECUTIVE AGREES THAT, FOR THE PERIOD
BEGINNING THE EFFECTIVE DATE, AND CONTINUING FOR A REASONABLE PERIOD AFTER THE
EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE COMPANY, THE EXECUTIVE WILL
COOPERATE WITH THE COMPANY IN DEFENSE OF ANY CLAIMS THAT MAY BE MADE AGAINST THE
COMPANY, AND WILL COOPERATE WITH THE COMPANY IN THE
12
PROSECUTION OF ANY CLAIMS THAT MAY BE MADE BY THE COMPANY, TO THE EXTENT THAT
SUCH CLAIMS MAY RELATE TO SERVICES PERFORMED BY THE EXECUTIVE FOR THE COMPANY.
THE EXECUTIVE AGREES TO PROMPTLY INFORM THE COMPANY IF HE BECOMES AWARE OF ANY
LAWSUITS INVOLVING SUCH CLAIMS THAT MAY BE FILED AGAINST THE COMPANY.
THE
COMPANY AGREES TO REIMBURSE THE EXECUTIVE, FOR ALL OF THE EXECUTIVE'S REASONABLE
OUT-OF-POCKET EXPENSES AND, IF ANY SUCH COOPERATION IS REQUESTED AFTER
EXECUTIVE'S TERMINATION OF EMPLOYMENT WITH THE COMPANY, TO COMPENSATE THE
EXECUTIVE FOR HIS TIME ASSOCIATED WITH SUCH COOPERATION AT AN HOURLY RATE BASED
ON THE EXECUTIVE'S SALARY IN EFFECT IMMEDIATELY PRIOR TO THE DATE OF TERMINATION
DIVIDED BY 2,000.
THE EXECUTIVE ALSO AGREES TO PROMPTLY INFORM THE COMPANY IF
HE IS ASKED TO ASSIST IN ANY INVESTIGATION OF THE COMPANY (OR ITS ACTIONS) THAT
MAY RELATE TO SERVICES PERFORMED BY THE EXECUTIVE FOR THE COMPANY, REGARDLESS OF
WHETHER A LAWSUIT HAS THEN BEEN FILED AGAINST THE COMPANY WITH RESPECT TO SUCH
INVESTIGATION.
9.
EQUITABLE REMEDIES.
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY
WOULD BE IRREPARABLY INJURED BY A VIOLATION OF PARAGRAPHS 6, 7 OR 8,