REASONABLY ASSIGN TO HIM.
DURING THE TERM, EMPLOYEE AGREES TO BE AVAILABLE TO PERFORM EMPLOYMENT SERVICES
AT EMPLOYEE'S HOME OFFICE FOR NO MORE THAN TWENTY (20) HOURS PER WEEK (AT THE
REQUEST OF THE COMPANY), PROVIDED THAT EMPLOYEE AGREES TO BE PERIODICALLY
AVAILABLE AT THE COMPANY'S DUBLIN FACILITIES UPON THE REASONABLE REQUEST OF THE
COMPANY.
4.
BOARD MEMBERSHIP.
NOTWITHSTANDING THE
REASSIGNMENT, EMPLOYEE SHALL CONTINUE TO SERVE AS A MEMBER ON THE COMPANY'S
BOARD OF DIRECTORS (THE "BOARD") UNTIL THE NEXT REGULARLY SCHEDULED MEETING OF
THE COMPANY'S STOCKHOLDERS.
THE COMPANY WILL USE REASONABLE EFFORTS TO NOMINATE
HIM TO REELECTION AS A MEMBER OF THE BOARD AT THAT REGULARLY SCHEDULED MEETING
OF STOCKHOLDERS AND WILL USE REASONABLE EFFORTS TO EFFECT SUCH REELECTION.
EMPLOYEE SHALL SERVE ON THE BOARD AS CHAIR EMERITUS, WITH FULL MEMBERSHIP AND
UNDER THE SAME TERMS AND CONDITIONS TO WHICH ALL DIRECTORS ARE SUBJECT.
5.
CONFIDENTIAL INFORMATION.
(A)
COMPANY INFORMATION.
EMPLOYEE AGREES AT
ALL TIMES DURING THE TERM AND THEREAFTER, TO HOLD IN STRICTEST CONFIDENCE, AND
NOT TO USE, EXCEPT FOR THE BENEFIT OF THE COMPANY, OR TO DISCLOSE TO ANY PERSON,
FIRM OR CORPORATION WITHOUT WRITTEN AUTHORIZATION OF THE BOARD OF DIRECTORS OF
THE COMPANY, ANY CONFIDENTIAL INFORMATION OF THE COMPANY, EXCEPT UNDER A
NON-DISCLOSURE AGREEMENT DULY AUTHORIZED AND EXECUTED BY THE COMPANY.
EMPLOYEE
UNDERSTANDS THAT "CONFIDENTIAL INFORMATION" MEANS ANY NON-PUBLIC INFORMATION
THAT RELATES TO THE ACTUAL OR ANTICIPATED BUSINESS OR RESEARCH AND DEVELOPMENT
OF THE COMPANY, TECHNICAL DATA, TRADE SECRETS OR KNOW-HOW, INCLUDING, BUT NOT
LIMITED TO, RESEARCH, PRODUCT PLANS OR OTHER INFORMATION REGARDING COMPANY'S
PRODUCTS OR SERVICES AND MARKETS THEREFOR, CUSTOMER LISTS AND CUSTOMERS
(INCLUDING, BUT NOT LIMITED TO, CUSTOMERS OF THE COMPANY ON WHOM EMPLOYEE CALLED
OR WITH WHOM EMPLOYEE BECAME ACQUAINTED DURING HIS ENTIRE TERM OF HIS EMPLOYMENT
WITH THE COMPANY), SOFTWARE, DEVELOPMENTS, INVENTIONS, PROCESSES, FORMULAS,
TECHNOLOGY, DESIGNS, DRAWINGS, ENGINEERING, HARDWARE CONFIGURATION INFORMATION,
MARKETING, FINANCES OR OTHER BUSINESS INFORMATION.
EMPLOYEE FURTHER UNDERSTANDS
THAT CONFIDENTIAL INFORMATION DOES NOT INCLUDE ANY OF THE FOREGOING ITEMS, WHICH
HAVE BECOME PUBLICLY KNOWN AND MADE GENERALLY AVAILABLE THROUGH NO WRONGFUL ACT
OF EMPLOYEE'S OR OF OTHERS WHO WERE UNDER CONFIDENTIALITY OBLIGATIONS AS TO THE
ITEM OR ITEMS INVOLVED OR IMPROVEMENTS OR NEW VERSIONS THEREOF.
THE PARTIES
AGREE THAT DISCLOSURES OF CONFIDENTIAL INFORMATION MAY BE MADE BY EMPLOYEE, AND
THAT THIS PARAGRAPH SHALL NOT APPLY, (I) TO THE EXTENT
2
necessary to comply with governmental disclosure requirements or applicable
laws, (ii) pursuant to subpoena or order of any judicial, legislative,
executive, regulatory or administrative body, or for Employee to lawfully
enforce Employee's rights under this Agreement and (iii) to employees, advisors,
legal counsel and financial advisors as may be necessary and appropriate in
connection with the proper performance and enforcement of this Agreement.
(B)
FORMER EMPLOYER INFORMATION.
EMPLOYEE
AGREES THAT HE WILL NOT, DURING HIS EMPLOYMENT WITH THE COMPANY, IMPROPERLY USE
OR DISCLOSE ANY PROPRIETARY INFORMATION OR TRADE SECRETS OF ANY FORMER EMPLOYER
OR OTHER PERSON OR ENTITY AND THAT HE WILL NOT BRING ONTO THE PREMISES OF THE