such number of the Voting Securities as shall enable the
holders thereof to cast such percentage of all the votes which could be cast in
an annual election of directors and "Voting Securities" shall mean all
securities of a company entitling the holders thereof to vote in an annual
election of directors.
(E)
RELEASE.
THE EXECUTIVE'S RECEIPT OF THE BENEFITS DESCRIBED IN SECTIONS
8(C) AND 8(D) IS CONDITIONED ON THE EXECUTIVE FIRST EXECUTING AND DELIVERING TO
THE COMPANY A GENERAL RELEASE OF ALL CLAIMS AGAINST THE COMPANY IN SUBSTANTIALLY
THE FORM ATTACHED HERETO AS EXHIBIT A.
THE COMPANY'S OBLIGATION TO MAKE ANY OF
THE PAYMENTS AND EXTENDED BENEFITS DESCRIBED IN SECTIONS 8(C) OR 8(D) THAT ARE
IN ADDITION TO THE PAYMENTS PROVIDED IN SECTION 8(A) SHALL IMMEDIATELY CEASE,
AND THE EXECUTIVE SHALL IMMEDIATELY RETURN ANY SUCH POST-TERMINATION
7
PAYMENTS FROM THE COMPANY SHOULD THE COMPANY DETERMINE IN GOOD FAITH THAT THE
EXECUTIVE HAS MATERIALLY VIOLATED THE CONFIDENTIALITY, OWNERSHIP OF
DEVELOPMENTS, NON-COMPETITION, OR NON-SOLICITATION PROVISIONS CONTAINED IN
SECTION 9 OF THIS AGREEMENT.
(F)
DISCHARGE OF THE COMPANY'S OBLIGATIONS.
THE AMOUNTS PAYABLE TO THE
EXECUTIVE PURSUANT TO THIS SECTION 8 FOLLOWING TERMINATION OF HIS EMPLOYMENT
SHALL BE IN FULL AND COMPLETE SATISFACTION OF THE EXECUTIVE'S RIGHTS UNDER THIS
AGREEMENT AND ANY OTHER CLAIMS HE MAY HAVE IN RESPECT OF HIS EMPLOYMENT BY
HOLDING OR THE COMPANY OR ANY OF THEIR AFFILIATES, OTHER THAN RIGHTS ARISING
UNDER ANY OTHER AGREEMENT, PLAN, PROGRAM OR ARRANGEMENT TO WHICH THE EXECUTIVE
IS A PARTY OR IS COVERED, INCLUDING BUT NOT LIMITED TO THOSE REFERRED TO IN
SECTION 4 OF THIS AGREEMENT.
SUCH AMOUNTS SHALL CONSTITUTE LIQUIDATED DAMAGES
WITH RESPECT TO ANY AND ALL SUCH RIGHTS AND CLAIMS BASED ON PROVISIONS OF THIS
AGREEMENT AND THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND, UPON THE
EXECUTIVE'S RECEIPT OF SUCH AMOUNTS, THE COMPANY SHALL BE FULLY RELEASED AND
DISCHARGED FROM ANY AND ALL LIABILITY TO THE EXECUTIVE IN CONNECTION WITH THIS
AGREEMENT OR OTHERWISE IN CONNECTION WITH THE EXECUTIVE'S EMPLOYMENT WITH THE
COMPANY AND ITS SUBSIDIARIES, OTHER THAN AS EXCEPTED ABOVE.
9.
RESTRICTIVE COVENANTS.
(A)
CONFIDENTIALITY.
IN VIEW OF THE
FACT THAT THE EXECUTIVE'S WORK FOR THE COMPANY WILL BRING HIM INTO CLOSE CONTACT
WITH MANY CONFIDENTIAL AFFAIRS OF THE COMPANY, INFORMATION NOT READILY AVAILABLE
TO THE PUBLIC, AND ALSO THE COMPANY'S PLANS FOR FURTHER DEVELOPMENTS AND
ACTIVITIES, THE EXECUTIVE AGREES DURING THE EMPLOYMENT PERIOD AND THEREAFTER TO
KEEP AND RETAIN IN THE STRICTEST CONFIDENCE ALL CONFIDENTIAL MATTERS
("CONFIDENTIAL INFORMATION") OF THE COMPANY AND ITS AFFILIATES, INCLUDING, BUT
NOT LIMITED TO, "KNOW HOW," FINANCIAL INFORMATION OR PLANS; TRACK RECORDS AND
OTHER PERFORMANCE DATA; SALES AND MARKETING INFORMATION OR PLANS; BUSINESS OR
STRATEGIC PLANS; SALARY, BONUS OR OTHER PERSONNEL INFORMATION; INFORMATION
CONCERNING NEW OR POTENTIAL PRODUCTS OR MARKETS; INFORMATION CONCERNING NEW OR
POTENTIAL INVESTORS, CUSTOMERS, CLIENTS OR SHAREHOLDERS; TRADE SECRETS; PRICING
POLICIES; OPERATIONAL METHODS; TECHNICAL PROCESSES; COMPUTER CODE; FORMULAE,
INVENTIONS AND RESEARCH PROJECTS; AND OTHER BUSINESS AFFAIRS OF THE COMPANY AND
ITS AFFILIATES, THAT THE EXECUTIVE MAY DEVELOP OR