THIS AGREEMENT, A
"CONSTRUCTIVE TERMINATION" SHALL BE DEEMED TO OCCUR IF THE EMPLOYEE ELECTS TO
VOLUNTARILY TERMINATE EMPLOYMENT WITHIN THE NINETY (90) DAY PERIOD IMMEDIATELY
FOLLOWING ANY OF THE FOLLOWING EVENTS: (I) EMPLOYEE IS REQUIRED TO RELOCATE HIS
PLACE OF EMPLOYMENT, OTHER THAN A RELOCATION WITHIN FIFTY (50) MILES OF THE
COMPANY'S HOUSTON OFFICES, (II) THERE IS AN INTENTIONAL REDUCTION IN
EMPLOYEE'S
BASE SALARY OTHER THAN ANY SUCH REDUCTION CONSISTENT WITH A GENERAL REDUCTION OF
PAY ACROSS THE EXECUTIVE STAFF AS A GROUP, AS AN ECONOMIC OR STRATEGIC MEASURE
DUE TO POOR FINANCIAL PERFORMANCE BY THE COMPANY, OR (III) THERE OCCURS ANY
OTHER MATERIAL BREACH OF THIS AGREEMENT BY THE COMPANY AFTER A WRITTEN DEMAND
FOR SUBSTANTIAL PERFORMANCE IS DELIVERED TO THE COMPANY BY EMPLOYEE WHICH
SPECIFICALLY IDENTIFIES THE MANNER IN WHICH EMPLOYEE BELIEVES THAT THE COMPANY
HAS MATERIALLY BREACHED THIS AGREEMENT, AND THE COMPANY HAS FAILED TO CURE SUCH
BREACH TO THE REASONABLE SATISFACTION OF EMPLOYEE WITHIN THIRTY (30) DAYS
FOLLOWING THE DELIVERY OF SUCH NOTICE.
3
7.
CONFIDENTIAL INFORMATION.
(A)
EMPLOYEE ACKNOWLEDGES THAT THE CONFIDENTIAL INFORMATION RELATING
TO THE BUSINESS OF THE COMPANY AND ITS SUBSIDIARIES WHICH EMPLOYEE HAS OBTAINED
OR WILL OBTAIN DURING THE COURSE OF HIS ASSOCIATION WITH THE COMPANY AND
SUBSIDIARIES AND HIS PERFORMANCE UNDER THIS AGREEMENT ARE THE PROPERTY OF THE
COMPANY AND ITS SUBSIDIARIES.
EMPLOYEE AGREES THAT EMPLOYEE WILL NOT DISCLOSE
OR USE AT ANY TIME, EITHER DURING OR AFTER THE EMPLOYMENT PERIOD, ANY
CONFIDENTIAL INFORMATION WITHOUT THE WRITTEN CONSENT OF THE BOARD OF DIRECTORS
OF THE COMPANY, OTHER THAN PROPER DISCLOSURE OR USE IN THE PERFORMANCE OF HIS
DUTIES HEREUNDER.
EMPLOYEE AGREES TO DELIVER TO THE COMPANY AT THE END OF THE
EMPLOYMENT TERM, OR AT ANY OTHER TIME THAT THE COMPANY MAY REQUEST, ALL
MEMORANDA, NOTES, PLANS, RECORDS, DOCUMENTATION AND OTHER MATERIALS (AND COPIES
THEREOF) CONTAINING CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE
COMPANY AND ITS SUBSIDIARIES, NO MATTER WHERE SUCH MATERIAL IS LOCATED AND NO
MATTER WHAT FORM THE MATERIAL MAY BE IN, WHICH EMPLOYEE MAY THEN POSSESS OR HAVE
UNDER HIS CONTROL.
IF REQUESTED BY THE COMPANY, EMPLOYEE SHALL PROVIDE TO THE
COMPANY WRITTEN CONFIRMATION THAT ALL SUCH MATERIALS HAVE BEEN DELIVERED TO THE
COMPANY OR HAVE BEEN DESTROYED.
EMPLOYEE SHALL TAKE ALL APPROPRIATE STEPS TO
SAFEGUARD CONFIDENTIAL INFORMATION AND TO PROTECT IT AGAINST DISCLOSURE, MISUSE,
ESPIONAGE, LOSS AND THEFT.
(B)
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION WHICH IS NOT
GENERALLY KNOWN TO THE PUBLIC AND WHICH IS USED, DEVELOPED, OR OBTAINED BY THE
COMPANY OR ITS SUBSIDIARIES RELATING TO THE BUSINESSES OF ANY OF THE COMPANY AND
ITS SUBSIDIARIES OR THE BUSINESS OF ANY CUSTOMER THEREOF INCLUDING, BUT NOT
LIMITED TO:
PRICING MODELS; PRODUCTS OR SERVICES; FEES, COSTS AND PRICING
STRUCTURE; DESIGNS; ANALYSES; FORMULAE; DRAWINGS; PHOTOGRAPHS; REPORTS; COMPUTER
SOFTWARE, INCLUDING OPERATING SYSTEMS, APPLICATIONS, PROGRAM LISTINGS, FLOW
CHARTS, MANUALS AND DOCUMENTATION; DATABASES; ACCOUNTING AND BUSINESS METHODS;
INVENTIONS AND NEW DEVELOPMENTS AND METHODS, WHETHER PATENTABLE OR UNPATENTABLE
AND WHETHER OR NOT REDUCED TO PRACTICE; ALL COPYRIGHTABLE WORKS; THE CUSTOMERS