OR CABLE PRODUCTS OR MAGNET WIRE OR
RELATED PRODUCTS THAT DIRECTLY COMPETE WITH OR ARE DIRECTLY SUBSTITUTABLE FOR
THE PRODUCTS OR SERVICES OF THE COMPANY OR ITS AFFILIATES.
NOTWITHSTANDING THE
FOREGOING, IF A PARTICIPANT'S PARTICULAR EMPLOYMENT RESPONSIBILITIES FOR THE
COMPANY OR ITS AFFILIATES ARE LIMITED SOLELY TO THE COMPANY'S TELECOMMUNICATIONS
WIRE OR CABLE PRODUCTS
3
BUSINESS OR SOLELY TO THE COMPANY'S MAGNET WIRE BUSINESS, THE DEFINITION OF
COMPETITIVE BUSINESS SHALL BE DEEMED TO APPLY ONLY TO THAT PORTION OF THE
BUSINESS WITH WHICH THE PARTICIPANT IS AFFILIATED.
IT SHALL BE PRESUMED,
HOWEVER, THAT ALL TIER 1 EXECUTIVES AND "CORPORATE OFFICE" PARTICIPANTS WHO ARE
EMPLOYED BY THE COMPANY RATHER THAN ITS AFFILIATES ARE INVOLVED IN ALL ASPECTS
OF THE COMPANY'S AND ITS AFFILIATES' BUSINESS, AND THUS THE QUALIFICATION IN THE
PRECEDING SENTENCE SHALL NOT APPLY TO THOSE PARTICIPANTS.
1.16.
"CONFIDENTIAL INFORMATION" MEANS ANY NON-PUBLIC,
PROPRIETARY OR CONFIDENTIAL INFORMATION, INCLUDING WITHOUT LIMITATION TRADE
SECRETS, KNOW-HOW, RESEARCH AND DEVELOPMENT, SOFTWARE, DATABASES, INVENTIONS,
PROCESSES, FORMULAE, TECHNOLOGY, DESIGNS AND OTHER INTELLECTUAL PROPERTY,
INFORMATION CONCERNING FINANCES, INVESTMENTS, PROFITS, PRICING, COSTS, PRODUCTS,
SERVICES, VENDORS, CUSTOMERS, CLIENTS, PARTNERS, INVESTORS, PERSONNEL,
COMPENSATION, RECRUITING, TRAINING, ADVERTISING, SALES, MARKETING, PROMOTIONS,
GOVERNMENT AND REGULATORY ACTIVITIES AND APPROVALS CONCERNING THE PAST, CURRENT
OR FUTURE BUSINESS, ACTIVITIES AND OPERATIONS OF THE COMPANY OR AFFILIATES
AND/OR ANY THIRD PARTY THAT HAS DISCLOSED OR PROVIDED ANY OF SAME TO THE COMPANY
OR ITS AFFILIATES ON A CONFIDENTIAL BASIS WITHOUT THE PRIOR WRITTEN
AUTHORIZATION OF THE BOARD.
"CONFIDENTIAL INFORMATION" SHALL NOT INCLUDE ANY
INFORMATION THAT IS (A) GENERALLY KNOWN TO THE INDUSTRY OR THE PUBLIC OTHER THAN
AS A RESULT OF THE PARTICIPANT'S BREACH OF THIS COVENANT OR ANY BREACH OF OTHER
CONFIDENTIALITY OBLIGATIONS BY THIRD PARTIES; (B) MADE LEGITIMATELY AVAILABLE TO
THE PARTICIPANT BY A THIRD PARTY WITHOUT BREACH OF ANY CONFIDENTIALITY
OBLIGATION; OR (C) REQUIRED BY LAW TO BE DISCLOSED; PROVIDED, HOWEVER, THAT THE
PARTICIPANT SHALL GIVE PROMPT WRITTEN NOTICE TO THE COMPANY OF SUCH REQUIREMENT,
DISCLOSE NO MORE INFORMATION THAN IS SO REQUIRED, AND COOPERATE (AT THE
COMPANY'S EXPENSE) WITH ANY ATTEMPTS BY THE COMPANY TO OBTAIN A PROTECTIVE ORDER
OR SIMILAR TREATMENT.
1.17.
"CREDITED SERVICE" MEANS A PARTICIPANT'S PERIOD (OR
PERIODS) OF EMPLOYMENT WITH THE COMPANY OR ONE OF ITS AFFILIATES WHILE
DESIGNATED AS A PARTICIPANT IN THE PLAN.
CREDITED SERVICE SHALL NOT INCLUDE (A)
ANY PERIODS OF EMPLOYMENT WITH THE COMPANY OR ONE OF ITS AFFILIATES (OR ANY OF
THEIR RESPECTIVE PREDECESSORS) PRIOR TO NOVEMBER 10, 2003, EXCEPT THAT IF A
PARTICIPANT WAS EMPLOYED BY THE COMPANY OR AN AFFILIATE DURING THE ENTIRE PERIOD
BEGINNING ON NOVEMBER 10, 2003 AND ENDING ON NOVEMBER 30, 2003, SUCH PARTICIPANT
SHALL RECEIVE ONE FULL MONTH OF CREDITED SERVICE FOR SUCH PERIOD OF SERVICE OR
(B) ANY PERIODS OF DISABILITY.
NO MORE THAN 25 YEARS OF CREDITED SERVICE SHALL
BE TAKEN INTO ACCOUNT FOR ANY PURPOSE UNDER THE PLAN FOR ANY PARTICIPANT WHO IS
A SENIOR VICE-PRESIDENT.
THE COMMITTEE MAY, IN ITS SOLE DISCRETION, DETERMINE
AN INCREASED CREDITED SERVICE FOR THE PARTICIPANT AND, IN SUCH