CONTRARY IN
THE AGREEMENT, EMPLOYEE MAY DIRECTLY OR INDIRECTLY, OWN, SOLELY AS AN
INVESTMENT, SECURITIES OF ANY PERSON ENGAGED IN THE BUSINESS OF COMPANY WHICH
ARE PUBLICLY TRADED ON A NATIONAL OR REGIONAL STOCK EXCHANGE OR ON THE
OVER-THE-COUNTER MARKET IF EMPLOYEE (X) IS NOT A CONTROLLING PERSON OF, OR A
MEMBER OF A GROUP WHICH CONTROLS, SUCH PERSON AND (Y) DOES NOT, DIRECTLY OR
INDIRECTLY, OWN ONE PERCENT (1%) OR MORE OF ANY CLASS OF SECURITIES OF SUCH
PERSON.
(E)
EMPLOYEE SHALL NOT, WITHOUT THE PRIOR
WRITTEN CONSENT OF
COMPANY, USE, DIVULGE, DISCLOSE OR MAKE ACCESSIBLE TO ANY
OTHER PERSON, FIRM, PARTNERSHIP, CORPORATION OR OTHER ENTITY, ANY "CONFIDENTIAL
INFORMATION" (AS DEFINED BELOW) EXCEPT
8
WHILE EMPLOYED BY COMPANY, IN FURTHERANCE OF THE BUSINESS OF AND FOR THE BENEFIT
OF COMPANY; PROVIDED THAT EMPLOYEE MAY DISCLOSE SUCH INFORMATION WHEN REQUIRED
TO DO SO BY A COURT OF COMPETENT JURISDICTION, BY ANY GOVERNMENTAL AGENCY HAVING
SUPERVISORY AUTHORITY OVER THE BUSINESS OF COMPANY AND/OR ITS AFFILIATES, AS THE
CASE MAY BE, OR BY ANY ADMINISTRATIVE BODY OR LEGISLATIVE BODY (INCLUDING A
COMMITTEE THEREOF) WITH JURISDICTION TO ORDER EMPLOYEE TO DIVULGE, DISCLOSE OR
MAKE ACCESSIBLE SUCH INFORMATION; PROVIDED, FURTHER, THAT IN THE EVENT THAT
EMPLOYEE IS ORDERED BY A COURT OR OTHER GOVERNMENT AGENCY TO DISCLOSE ANY
CONFIDENTIAL INFORMATION, EMPLOYEE SHALL (I) PROMPTLY NOTIFY
COMPANY OF SUCH
ORDER, (II) AT THE WRITTEN REQUEST OF COMPANY, DILIGENTLY CONTEST SUCH ORDER AT
THE SOLE EXPENSE OF COMPANY AS EXPENSES OCCUR, AND (III) AT THE WRITTEN REQUEST
OF
COMPANY, SEEK TO OBTAIN, AT THE SOLE EXPENSE OF COMPANY, SUCH CONFIDENTIAL
TREATMENT AS MAY BE AVAILABLE UNDER APPLICABLE LAWS FOR ANY INFORMATION
DISCLOSED UNDER SUCH ORDER. FOR PURPOSES OF THIS SECTION 8(E), "CONFIDENTIAL
INFORMATION" SHALL MEAN NON-PUBLIC INFORMATION CONCERNING THE FINANCIAL DATA,
STRATEGIC BUSINESS PLANS, PRODUCT DEVELOPMENT (OR OTHER PROPRIETARY PRODUCT
DATA), CUSTOMER LISTS, MARKETING PLANS, EMPLOYEES, OFFICERS, DIRECTORS AND OTHER
NON-PUBLIC, PROPRIETARY AND CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF
COMPANY OR ITS AFFILIATES OR CUSTOMERS, THAT, IN ANY CASE, IS NOT OTHERWISE
AVAILABLE TO THE PUBLIC (OTHER THAN BY EMPLOYEE'S BREACH OF THE TERMS HEREOF)
INCLUDING, BUT NOT LIMITED TO, THE TERMS OF THIS AGREEMENT. UPON TERMINATION OF
EMPLOYEE'S EMPLOYMENT WITH COMPANY, EMPLOYEE SHALL RETURN ALL COMPANY PROPERTY,
INCLUDING, WITHOUT LIMITATION, FILES, RECORDS, DISKS AND ANY MEDIA CONTAINING
CONFIDENTIAL INFORMATION.
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(F)
EMPLOYEE UNDERSTANDS THAT THE PROVISIONS
OF THIS SECTION 8 MAY LIMIT HIS ABILITY TO EARN A LIVELIHOOD IN A BUSINESS
SIMILAR TO THE BUSINESS OF COMPANY BUT HE NEVERTHELESS AGREES AND HEREBY
ACKNOWLEDGES THAT (A) SUCH PROVISIONS DO NOT IMPOSE A GREATER RESTRAINT THAN IS
NECESSARY TO PROTECT THE GOODWILL OR OTHER BUSINESS INTERESTS OF
COMPANY, (B)
SUCH PROVISIONS CONTAIN REASONABLE LIMITATIONS AS TO TIME AND SCOPE OF ACTIVITY
TO BE RESTRAINED, (C) SUCH PROVISIONS ARE NOT HARMFUL TO THE GENERAL PUBLIC AND
(D) SUCH PROVISIONS ARE NOT UNDULY BURDENSOME TO EMPLOYEE. IN CONSIDERATION OF
THE FOREGOING AND IN LIGHT OF EMPLOYEE'S EDUCATION, SKILLS AND ABILITIES,
EMPLOYEE AGREES THAT HE SHALL