FROM THE PREMISES OF THE COMPANY (EXCEPT TO THE EXTENT SUCH REMOVAL IS
FOR PURPOSES OF THE PERFORMANCE OF THE EXECUTIVE'S DUTIES AT HOME OR WHILE
TRAVELING, OR EXCEPT AS OTHERWISE SPECIFICALLY AUTHORIZED BY THE COMPANY), ANY
DOCUMENT, RECORD, NOTEBOOK, PLAN, MODEL, COMPONENT, DEVICE, OR COMPUTER SOFTWARE
OR CODE, WHETHER EMBODIED IN A DISK OR IN ANY OTHER FORM, THAT CONTAINS
CONFIDENTIAL INFORMATION (COLLECTIVELY, THE "PROPRIETARY ITEMS"). THE EXECUTIVE
RECOGNIZES THAT, AS BETWEEN THE COMPANY AND THE EXECUTIVE, ALL OF THE
PROPRIETARY ITEMS, WHETHER OR NOT DEVELOPED BY THE EXECUTIVE, ARE THE EXCLUSIVE
PROPERTY OF THE COMPANY. UPON TERMINATION OF THIS AGREEMENT BY EITHER PARTY, OR
UPON THE REQUEST OF THE COMPANY DURING THE EMPLOYMENT PERIOD, THE EXECUTIVE WILL
RETURN TO THE COMPANY ALL OF THE PROPRIETARY ITEMS IN THE EXECUTIVE'S POSSESSION
OR SUBJECT TO THE EXECUTIVE'S CONTROL, AND THE EXECUTIVE SHALL NOT RETAIN ANY
COPIES, ABSTRACTS, SKETCHES, OR OTHER PHYSICAL EMBODIMENT OF ANY OF THE
PROPRIETARY ITEMS.
(C)
DEFINITION OF CONFIDENTIAL INFORMATION. FOR PURPOSES OF THIS
AGREEMENT, "CONFIDENTIAL INFORMATION" SHALL INCLUDE ANY AND ALL INFORMATION
CONCERNING THE BUSINESS AND AFFAIRS OF THE COMPANY, INCLUDING, WITHOUT
LIMITATION, PRODUCT SPECIFICATIONS, DATA, KNOW-HOW, FORMULAE, COMPOSITIONS,
PROCESSES, DESIGNS, SKETCHES, PHOTOGRAPHS, GRAPHS, DRAWINGS, SAMPLES, INVENTIONS
AND IDEAS, PAST, CURRENT, AND PLANNED RESEARCH AND DEVELOPMENT, CURRENT AND
PLANNED DISTRIBUTION METHODS AND PROCESSES, CUSTOMER LISTS, CURRENT AND
ANTICIPATED CUSTOMER REQUIREMENTS, PRICE LISTS, MARKET STUDIES, BUSINESS PLANS,
COMPUTER SOFTWARE AND PROGRAMS (INCLUDING OBJECT CODE AND SOURCE CODE), COMPUTER
SOFTWARE AND DATABASE TECHNOLOGIES, SYSTEMS, STRUCTURES, AND ARCHITECTURES (AND
RELATED FORMULAE, COMPOSITIONS, PROCESSES, IMPROVEMENTS, DEVICES, KNOW-HOW,
INVENTIONS, DISCOVERIES, CONCEPTS, IDEAS, DESIGNS, METHODS AND INFORMATION),
HISTORICAL FINANCIAL STATEMENTS, FINANCIAL PROJECTIONS AND BUDGETS, HISTORICAL
AND PROJECTED SALES, CAPITAL SPENDING BUDGETS AND PLANS, THE NAMES AND
14
BACKGROUNDS OF KEY PERSONNEL, AGENTS, PERSONNEL TRAINING AND TECHNIQUES AND
MATERIALS, INSURANCE PRODUCTS, PREMIUM STRUCTURES, INFORMATION RELATING TO
SUPPLIERS AND SUPPLIES, SALES AND MARKETING INFORMATION AND STRATEGY, NOTES,
ANALYSIS, COMPILATIONS, STUDIES, SUMMARIES, AND OTHER MATERIAL PREPARED BY OR
FOR THE COMPANY CONTAINING OR BASED, IN WHOLE OR IN PART, ON ANY INFORMATION
INCLUDED IN THE FOREGOING, AND ANY INFORMATION, HOWEVER DOCUMENTED, THAT IS A
TRADE SECRET WITHIN THE MEANING OF THE IOWA CODE ANNOTATED SECTION 550.1 THROUGH
550.8.
(D)
PENALTY FOR VIOLATION. IN THE EVENT IT IS DETERMINED THAT THE
EXECUTIVE HAS VIOLATED THE PROVISIONS OF THIS SECTION 10, THE EXECUTIVE, WITHOUT
ANY FURTHER ACTION BY THE COMPANY OR EXECUTIVE, SHALL FORFEIT, AS OF THE FIRST
DAY OF ANY SUCH VIOLATION ANY AMOUNT OWED TO EXECUTIVE UNDER SECTION 6(B), OTHER
THAN THE ACCRUED BENEFITS. THE COMPANY SHALL BE ENTITLED TO REIMBURSEMENT FROM
THE EXECUTIVE OF ANY FEES AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED BY
OR ON BEHALF OF THE COMPANY IN ENFORCING THE COMPANY'S RIGHTS UNDER THIS SECTION
10. BY ENTERING INTO THIS AGREEMENT, THE EXECUTIVE HEREBY CONSENTS TO A
DEDUCTION FROM ANY AMOUNTS THE COMPANY OWES TO EXECUTIVE FROM TIME TO TIME
(INCLUDING AMOUNTS OWED TO THE EXECUTIVE AS COMPENSATION AS WELL AS ANY OTHER
AMOUNTS OWED TO EXECUTIVE BY THE COMPANY), TO