by which any
property or right of such Person is subject or bound.
"Equity Interests" means (a) any capital stock share partnership or membership
interest, unit of participation or other similar interest (however designated)
in any Person and (b) any option, warrant, purchase right, conversion right,
exchange rights or other Contractual Obligation which would entitle any Person
to acquire any such interest in such Person or otherwise entitle any Person to
share in the equity, profit, earnings, losses or gains of such Person (including
stock appreciation, phantom stock, profit participation or other similar rights.
"Governmental Order" means any order, writ judgment, injunction, decree,
stipulation, ruling, determination or award entered by or with any Governmental
Authority.
"Governmental Authority" means any United States federal, state or local or any
foreign government or political subdivision thereof, or any authority, agency or
commission entitled to exercise any administrative, executive, judicial,
legislative, regulatory or taxing authority or power of any court or tribunal
(or any department, bureau or division thereof), or any arbitrator or arbitral
body.
2
"Legal Requirement" means any United States federal, state or local or foreign
law, statute, standard, ordinance, code, rule, or regulation, or any
Governmental Order or any similar provision having the force or effect of law.
"Person" shall mean any "person" or "group" within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended.
"Restricted Period" shall mean the period beginning on the date hereof and
ending on the second anniversary of any termination of employment of the
Restricted Person.
2.
PROTECTION OF CONFIDENTIAL INFORMATION.
(A)
THE RESTRICTED PERSON ACKNOWLEDGES THAT THE
SUCCESS OF ISG AND EACH OF ITS AFFILIATES DEPENDS ON THE CONTINUED PRESERVATION
OF CONFIDENTIAL INFORMATION POSSESSED BY THE RESTRICTED PERSON.
(B)
THE RESTRICTED PERSON HEREBY AGREES THAT HE
OR SHE WILL NOT AT ANY TIME ON OR AFTER THE DATE OF THIS AGREEMENT, DIRECTLY OR
INDIRECTLY, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY OR ITS AFFILIATES,
AS APPLICABLE, DISCLOSE OR USE, ANY CONFIDENTIAL INFORMATION INVOLVING OR
RELATING TO ISG OR ANY OF ITS AFFILIATES OR THEIR RESPECTIVE BUSINESSES, EXCEPT
AS MAY BE REASONABLY REQUIRED IN THE PERFORMANCE OF HIS OR HER DUTIES AND
RESPONSIBILITIES, OF ISG AND EACH OF ITS AFFILIATES (AS APPLICABLE).
(C)
NOTWITHSTANDING THE FOREGOING, THE
PROVISIONS OF THIS SECTION 3 WILL NOT PROHIBIT THE RESTRICTED PERSON'S RETENTION
OF COPIES OF PERSONAL RECORDS RELATING SPECIFICALLY TO HIS OR HER EMPLOYMENT
WITH ISG OR ANY OF ITS AFFILIATES (APPLICABLE), INCLUDING INFORMATION REGARDING
HIS OR HER COMPENSATION AND BENEFITS, NOR SHALL THE FOREGOING PROHIBIT
DISCLOSURE (I) PURSUANT TO ANY APPLICABLE LEGAL REQUIREMENT SO LONG AS
REASONABLE PRIOR NOTICE IS GIVEN OF SUCH DISCLOSURE AND A REASONABLE OPPORTUNITY
IS AFFORDED TO ISG OR ITS AFFILIATES, AS APPLICABLE, TO CONTEST THE SAME, OR
(II) MADE IN CONNECTION WITH THE ENFORCEMENT OF ANY RIGHT OR REMEDY RELATING TO
THIS AGREEMENT.
3.
NON-INTERFERENCE WITH BUSINESS
RELATIONSHIPS.
(A)
DURING THE RESTRICTED PERIOD, THE
RESTRICTED PERSON WILL NOT DIRECTLY OR INDIRECTLY, AS A DIRECTOR,