THE TERM, ALL
OF THE EXECUTIVE'S THEN OUTSTANDING EQUITY AWARDS SHALL BE TREATED IN ACCORDANCE
WITH THE TERMS OF THE PLAN AND AGREEMENTS EVIDENCING SUCH EQUITY AWARDS.
(C)
BY THE COMPANY FOR CAUSE; BY THE EXECUTIVE
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OTHER THAN FOR GOOD REASON.
IF THE EXECUTIVE'S EMPLOYMENT IS TERMINATED BY THE
COMPANY FOR CAUSE OR THE EXECUTIVE VOLUNTARILY TERMINATES EMPLOYMENT OTHER THAN
FOR GOOD REASON DURING THE TERM THEN, (1) THE COMPANY SHALL PAY TO THE EXECUTIVE
IN A LUMP SUM IN CASH WITHIN THIRTY (30) DAYS AFTER THE DATE OF TERMINATION, ANY
PORTION OF THE EXECUTIVE'S ANNUAL BASE SALARY AND BONUS EARNED THROUGH THE DATE
OF TERMINATION THAT HAS NOT BEEN PAID; (2) ALL OUTSTANDING EQUITY AWARDS SHALL
BE TREATED ACCORDING TO THE PROVISIONS OF THE PLAN AND AGREEMENTS UNDER WHICH
SUCH AWARDS WERE GRANTED; AND (3) THE COMPANY SHALL ALSO PAY OR PROVIDE TO THE
EXECUTIVE ALL COMPENSATION AND BENEFITS PAYABLE TO THE EXECUTIVE UNDER THE TERMS
OF THE COMPANY'S COMPENSATION AND BENEFIT PLANS, PROGRAMS OR ARRANGEMENTS AS IN
EFFECT IMMEDIATELY PRIOR TO THE DATE OF TERMINATION.
6.
NON-EXCLUSIVITY OF RIGHTS.
NOTHING IN
THIS AGREEMENT SHALL PREVENT OR LIMIT THE EXECUTIVE'S CONTINUING OR FUTURE
PARTICIPATION IN ANY PLAN, PROGRAM, POLICY OR PRACTICE PROVIDED BY THE COMPANY
OR ANY OF ITS AFFILIATED COMPANIES FOR WHICH THE EXECUTIVE MAY QUALIFY.
7.
FULL SETTLEMENT.
EXCEPT AS PROVIDED
HEREIN, THE COMPANY'S OBLIGATION TO MAKE THE PAYMENTS PROVIDED FOR IN, AND
OTHERWISE TO PERFORM ITS OBLIGATIONS UNDER, THIS AGREEMENT SHALL NOT BE AFFECTED
BY ANY SET-OFF, COUNTERCLAIM, RECOUPMENT, DEFENSE OR OTHER CLAIM, RIGHT OR
ACTION THAT THE COMPANY MAY HAVE AGAINST THE EXECUTIVE OR OTHERS.
IN NO EVENT
SHALL THE EXECUTIVE BE OBLIGATED TO SEEK OTHER EMPLOYMENT OR TAKE ANY OTHER
ACTION BY WAY OF MITIGATION OF THE AMOUNTS PAYABLE TO THE EXECUTIVE UNDER ANY OF
THE PROVISIONS OF THIS AGREEMENT AND SUCH AMOUNTS SHALL NOT BE REDUCED,
REGARDLESS OF WHETHER THE EXECUTIVE OBTAINS OTHER EMPLOYMENT.
8.
CONFIDENTIAL INFORMATION; SOLICITATION;
DISPARAGEMENT; COMPETITION.
(A)
THE EXECUTIVE AGREES THAT HE WILL NOT,
DIRECTLY OR INDIRECTLY, USE, MAKE AVAILABLE, SELL, DISCLOSE OR OTHERWISE
COMMUNICATE TO ANY PERSON, OTHER THAN IN THE COURSE OF THE EXECUTIVE'S ASSIGNED
DUTIES AND FOR THE BENEFIT OF THE COMPANY, EITHER DURING THE PERIOD OF THE
EXECUTIVE'S EMPLOYMENT OR AT ANY TIME THEREAFTER, ANY NONPUBLIC, PROPRIETARY OR
CONFIDENTIAL INFORMATION, KNOWLEDGE OR DATA RELATING TO THE COMPANY, ANY OF ITS
SUBSIDIARIES, AFFILIATED COMPANIES OR BUSINESSES, WHICH THE EXECUTIVE OBTAINED
DURING THE EXECUTIVE'S EMPLOYMENT BY THE COMPANY.
THIS RESTRICTION WILL NOT
APPLY TO INFORMATION THAT (I) WAS KNOWN TO THE PUBLIC BEFORE ITS DISCLOSURE TO
THE EXECUTIVE; (II) BECOMES KNOWN TO THE PUBLIC AFTER DISCLOSURE TO THE
EXECUTIVE THROUGH NO WRONGFUL ACT OF THE EXECUTIVE; OR (III) THE EXECUTIVE IS
REQUIRED TO DISCLOSE BY APPLICABLE LAW, REGULATION OR LEGAL PROCESS (PROVIDED
THAT THE EXECUTIVE SHALL PROVIDE THE COMPANY WITH PRIOR NOTICE OF THE
CONTEMPLATED
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DISCLOSURE AND REASONABLY COOPERATE WITH THE COMPANY AT ITS EXPENSE IN SEEKING A
PROTECTIVE ORDER OR OTHER APPROPRIATE