IN THE EVENT OF
ANY COVERED TERMINATION WHERE THE EXECUTIVE IS ENTITLED TO ACCRUED BENEFITS AND
THE TERMINATION PAYMENT, THE EXECUTIVE SHALL NOT, FOR A PERIOD EXPIRING ONE YEAR
AFTER THE TERMINATION DATE, WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COMPANY'S
BOARD OF DIRECTORS, (I) SOLICIT FOR EMPLOYMENT AN EMPLOYEE OF THE COMPANY OR ITS
SUBSIDIARIES OR (II) PARTICIPATE IN THE MANAGEMENT OF, BE EMPLOYED BY OR OWN ANY
BUSINESS ENTERPRISE AT A LOCATION WITHIN THE UNITED STATES THAT ENGAGES IN
SUBSTANTIAL COMPETITION WITH THE COMPANY OR ITS SUBSIDIARIES, WHERE SUCH
ENTERPRISE'S REVENUES FROM ANY COMPETITIVE ACTIVITIES AMOUNT TO 10% OR MORE OF
SUCH ENTERPRISE'S NET REVENUES AND SALES FOR ITS MOST RECENTLY COMPLETED FISCAL
YEAR; PROVIDED, HOWEVER, THAT NOTHING IN THIS SECTION 12(A) SHALL PROHIBIT THE
EXECUTIVE FROM OWNING STOCK OR OTHER SECURITIES OF A COMPETITOR AMOUNTING TO
LESS THAN FIVE PERCENT OF THE OUTSTANDING CAPITAL STOCK OF SUCH COMPETITOR.
(B)
CONFIDENTIALITY.
DURING AND FOLLOWING THE EXECUTIVE'S
EMPLOYMENT BY THE COMPANY, THE EXECUTIVE SHALL HOLD IN CONFIDENCE AND NOT
DIRECTLY OR INDIRECTLY DISCLOSE OR USE OR COPY OR MAKE LISTS OF ANY CONFIDENTIAL
INFORMATION OR PROPRIETARY DATA OF THE COMPANY (INCLUDING THAT OF THE EMPLOYER),
EXCEPT TO THE EXTENT AUTHORIZED IN WRITING BY THE BOARD OF DIRECTORS OF THE
COMPANY OR REQUIRED BY ANY COURT OR ADMINISTRATIVE AGENCY, OTHER THAN TO AN
EMPLOYEE OF THE COMPANY OR A PERSON TO WHOM DISCLOSURE IS REASONABLY NECESSARY
OR APPROPRIATE IN CONNECTION WITH THE PERFORMANCE BY THE EXECUTIVE OF DUTIES AS
AN EXECUTIVE OF THE COMPANY.
CONFIDENTIAL INFORMATION SHALL NOT INCLUDE ANY
INFORMATION KNOWN GENERALLY TO THE PUBLIC OR ANY INFORMATION OF A TYPE NOT
OTHERWISE CONSIDERED CONFIDENTIAL BY PERSONS ENGAGED IN THE SAME BUSINESS OR A
BUSINESS SIMILAR TO THAT OF THE COMPANY.
ALL RECORDS, FILES, DOCUMENTS AND
MATERIALS, OR COPIES THEREOF, RELATING TO THE BUSINESS OF THE COMPANY WHICH THE
EXECUTIVE SHALL PREPARE, OR USE, OR COME INTO CONTACT WITH, SHALL BE AND REMAIN
THE SOLE PROPERTY OF THE COMPANY AND SHALL BE PROMPTLY RETURNED TO THE COMPANY
UPON TERMINATION OF EMPLOYMENT WITH THE COMPANY.
12.
SUCCESSORS.
(A)
IF THE COMPANY SELLS, ASSIGNS OR TRANSFERS ALL OR
SUBSTANTIALLY ALL OF ITS BUSINESS AND ASSETS OR THE BUSINESS AND ASSETS OF ITS
WATER TECHNOLOGIES GROUP TO ANY PERSON OR IF THE COMPANY MERGES INTO OR
CONSOLIDATES OR OTHERWISE COMBINES (WHERE THE COMPANY DOES NOT SURVIVE SUCH
COMBINATION) WITH ANY PERSON (ANY SUCH EVENT, A "SALE OF BUSINESS"), THEN THE
COMPANY SHALL ASSIGN ALL OF ITS RIGHT, TITLE AND INTEREST IN THIS AGREEMENT AS
OF THE DATE OF SUCH EVENT TO SUCH PERSON, AND THE COMPANY SHALL CAUSE SUCH
PERSON, BY WRITTEN AGREEMENT IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
THE EXECUTIVE, TO EXPRESSLY ASSUME AND AGREE TO PERFORM FROM AND AFTER THE DATE
OF SUCH ASSIGNMENT ALL OF THE TERMS, CONDITIONS AND PROVISIONS IMPOSED BY THIS
AGREEMENT UPON THE COMPANY.
IN CASE OF SUCH ASSIGNMENT BY THE COMPANY AND OF
ASSUMPTION AND AGREEMENT BY SUCH PERSON, AS USED IN THIS AGREEMENT,