SUCH REPAYMENT AT THE RATE PROVIDED IN SECTION 1274(B)(2)(B) OF
THE CODE.
IN THE EVENT THAT THE EXCISE TAX IS DETERMINED TO EXCEED THE AMOUNT
TAKEN INTO ACCOUNT HEREUNDER AT THE TIME OF THE TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT (INCLUDING BY REASON OF ANY PAYMENT THE EXISTENCE OR AMOUNT OF WHICH
CANNOT BE DETERMINED AT THE TIME OF THE GROSS-UP PAYMENT), THE COMPANY SHALL
MAKE AN ADDITIONAL GROSS-UP PAYMENT IN RESPECT OF SUCH EXCESS (PLUS ANY
INTEREST, PENALTIES OR ADDITIONS PAYABLE BY THE EXECUTIVE WITH RESPECT TO SUCH
EXCESS) AT THE TIME THAT THE AMOUNT OF SUCH EXCESS IS FINALLY DETERMINED.
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10.
CONFIDENTIAL INFORMATION AND
NON-COMPETITION.
(A)
DURING THE TERM OF THIS AGREEMENT AND
THEREAFTER, THE EXECUTIVE SHALL NOT, EXCEPT AS MAY BE REQUIRED TO PERFORM HIS
DUTIES HEREUNDER OR AS REQUIRED BY APPLICABLE LAW, DISCLOSE TO OTHERS OR USE,
WHETHER DIRECTLY OR INDIRECTLY, ANY CONFIDENTIAL INFORMATION REGARDING THE
COMPANY.
"CONFIDENTIAL INFORMATION" SHALL MEAN INFORMATION ABOUT THE COMPANY,
ITS SUBSIDIARIES AND AFFILIATES, AND THEIR RESPECTIVE CLIENTS AND CUSTOMERS THAT
IS NOT AVAILABLE TO THE GENERAL PUBLIC AND THAT WAS LEARNED BY THE EXECUTIVE IN
THE COURSE OF HIS EMPLOYMENT BY THE COMPANY, INCLUDING (WITHOUT LIMITATION) ANY
DATA, FORMULAE, INFORMATION, PROPRIETARY KNOWLEDGE, TRADE SECRETS AND CLIENT AND
CUSTOMER LISTS AND ALL PAPERS, RESUMES, RECORDS AND THE DOCUMENTS CONTAINING
SUCH CONFIDENTIAL INFORMATION.
THE EXECUTIVE ACKNOWLEDGES THAT SUCH
CONFIDENTIAL INFORMATION IS SPECIALIZED, UNIQUE IN NATURE AND OF GREAT VALUE TO
THE COMPANY, AND THAT SUCH INFORMATION GIVES THE COMPANY A COMPETITIVE
ADVANTAGE.
UPON THE TERMINATION OF HIS EMPLOYMENT FOR ANY REASON WHATSOEVER,
THE EXECUTIVE SHALL PROMPTLY DELIVER TO THE COMPANY ALL DOCUMENTS (AND ALL
COPIES HEREOF) CONTAINING ANY CONFIDENTIAL INFORMATION.
(B)
DURING THE TERM OF THIS AGREEMENT AND ANY
PERIOD THE EXECUTIVE IS ENTITLED TO BENEFITS HEREUNDER, THE EXECUTIVE SHALL NOT,
DIRECTLY OR INDIRECTLY, WITHOUT PRIOR WRITTEN CONSENT OF THE COMPANY, PROVIDE
CONSULTATIVE SERVICE (WITH OR WITHOUT PAY) TO, OWN, MANAGE, OPERATE, JOIN,
CONTROL, PARTICIPATE IN, OR BE CONNECTED (AS A STOCKHOLDER, PARTNER, OR
OTHERWISE) WITH, ANY BUSINESS, INDIVIDUAL, PARTNER, FIRM, CORPORATION, OR OTHER
ENTITY THAT IS THEN IN COMPETITION WITH THE COMPANY OR ANY OF ITS SUBSIDIARIES
OR AFFILIATES (A "COMPETITOR OF THE COMPANY"); PROVIDED, HOWEVER, THAT THE
"BENEFICIAL OWNERSHIP" BY THE EXECUTIVE, EITHER INDIVIDUALLY OR AS A MEMBER OF A
"GROUP," AS SUCH TERMS ARE USED IN RULE 13D OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE
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"EXCHANGE ACT"), OF NOT MORE THAN ONE PERCENT (1%) OF THE VOTING STOCK OF ANY
PUBLICLY HELD CORPORATION SHALL NOT BE A VIOLATION OF THIS AGREEMENT.
IT IS
FURTHER EXPRESSLY AGREED THAT THE COMPANY WILL OR WOULD SUFFER IRREPARABLE
INJURY IF THE EXECUTIVE WERE TO COMPETE WITH THE COMPANY OR ANY SUBSIDIARY OR
AFFILIATE OF THE COMPANY IN VIOLATION OF THIS AGREEMENT.
(C)
DURING THE TERM OF THIS AGREEMENT OR FOR
THE PERIOD ENDING ON THE LAST DAY OF THE ONE-YEAR PERIOD FOLLOWING TERMINATION
OF HIS EMPLOYMENT, THE EXECUTIVE SHALL NOT, DIRECTLY