AND ITS AFFILIATES, (II) THEIR
PRODUCTS AND SERVICES, (III) THE COSTS, SOURCES OF SUPPLY, FINANCIAL PERFORMANCE
AND STRATEGIC PLANS OF THE COMPANY AND ITS AFFILIATES, (IV) THE IDENTITY AND
SPECIAL NEEDS OF THE CUSTOMERS OF THE COMPANY AND ITS AFFILIATES AND (V) THE
PEOPLE AND ORGANIZATIONS WITH WHOM THE COMPANY AND ITS AFFILIATES HAVE BUSINESS
RELATIONSHIPS AND THE NATURE AND SUBSTANCE OF THOSE RELATIONSHIPS. CONFIDENTIAL
INFORMATION ALSO INCLUDES ANY INFORMATION THAT THE COMPANY OR ANY OF ITS
AFFILIATES HAS RECEIVED, OR MAY RECEIVE HEREAFTER, BELONGING TO CUSTOMERS OR
OTHERS WITH ANY UNDERSTANDING, EXPRESS OR IMPLIED, THAT THE INFORMATION WOULD
NOT BE DISCLOSED.
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY INFORMATION
THAT (A) IS IN OR ENTERS THE PUBLIC DOMAIN WITHOUT ANY FAULT ON THE PART OF THE
EXECUTIVE, OR (B) WAS IN THE POSSESSION OF THE EXECUTIVE PRIOR TO THE EFFECTIVE
DATE OF THIS AGREEMENT.
(C)
"INTELLECTUAL PROPERTY" MEANS ANY INVENTION,
FORMULA, PROCESS, DISCOVERY, DEVELOPMENT, DESIGN, INNOVATION OR IMPROVEMENT
(WHETHER OR NOT PATENTABLE OR REGISTRABLE UNDER COPYRIGHT STATUTES) MADE,
CONCEIVED, OR FIRST ACTUALLY REDUCED TO PRACTICE BY THE EXECUTIVE SOLELY OR
JOINTLY WITH
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OTHERS, DURING HIS EMPLOYMENT BY THE COMPANY; PROVIDED, HOWEVER, THAT, AS USED
IN THIS AGREEMENT, THE TERM "INTELLECTUAL PROPERTY" SHALL NOT APPLY TO ANY
INVENTION THAT THE EXECUTIVE DEVELOPS ON HIS OWN TIME, WITHOUT USING THE
EQUIPMENT, SUPPLIES, FACILITIES OR TRADE SECRET INFORMATION OF THE COMPANY,
UNLESS SUCH INVENTION RELATES AT THE TIME OF CONCEPTION OR REDUCTION TO PRACTICE
OF THE INVENTION (A) TO THE BUSINESS OF THE COMPANY, (B) TO THE ACTUAL OR
DEMONSTRABLY ANTICIPATED RESEARCH OR DEVELOPMENT OF THE COMPANY OR (C) RESULTS
FROM ANY WORK PERFORMED BY THE EXECUTIVE FOR THE COMPANY.
(D)
"PERSON" MEANS AN INDIVIDUAL, A CORPORATION,
A LIMITED LIABILITY COMPANY, AN ASSOCIATION, A PARTNERSHIP, AN ESTATE, A TRUST
AND ANY OTHER ENTITY OR ORGANIZATION, OTHER THAN THE COMPANY OR ANY OF ITS
AFFILIATES.
13.
WITHHOLDING. ALL PAYMENTS MADE BY THE COMPANY
UNDER THIS AGREEMENT SHALL BE REDUCED BY ANY TAX OR OTHER AMOUNTS REQUIRED TO BE
WITHHELD BY THE COMPANY UNDER APPLICABLE LAW.
14.
ASSIGNMENT. NEITHER THE COMPANY NOR THE
EXECUTIVE MAY MAKE ANY ASSIGNMENT OF THIS AGREEMENT OR ANY INTEREST HEREIN, BY
OPERATION OF LAW OR OTHERWISE, WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER;
PROVIDED, HOWEVER, THAT THE COMPANY MAY ASSIGN ITS RIGHTS AND OBLIGATIONS UNDER
THIS AGREEMENT WITHOUT THE CONSENT OF THE EXECUTIVE IN THE EVENT THAT THE
COMPANY SHALL HEREAFTER AFFECT A REORGANIZATION, CONSOLIDATE WITH, OR MERGE
INTO, ANY PERSON OR TRANSFER ALL OR SUBSTANTIALLY ALL OF ITS PROPERTIES OR
ASSETS TO ANY PERSON. THIS AGREEMENT SHALL INURE TO THE BENEFIT OF AND BE
BINDING UPON THE COMPANY AND THE EXECUTIVE, THEIR RESPECTIVE SUCCESSORS,
EXECUTORS, ADMINISTRATORS, HEIRS AND PERMITTED ASSIGNS.
15.
SEVERABILITY. IF ANY PORTION OR PROVISION OF
THIS AGREEMENT SHALL TO ANY EXTENT BE DECLARED ILLEGAL OR UNENFORCEABLE BY A
COURT OF COMPETENT JURISDICTION, THEN THE REMAINDER OF THIS AGREEMENT, OR THE
APPLICATION OF SUCH PORTION OR PROVISION IN CIRCUMSTANCES OTHER THAN THOSE AS TO