EXERCISABLE IN ACCORDANCE WITH THEIR TERMS), AND ALL UNVESTED
EQUITY COMPENSATION (INCLUDING ALL RESTRICTED STOCK GRANTS) AWARDS SHALL BE
DEEMED TERMINATED.
EMPLOYER HEREBY AGREES TO AMEND EXECUTIVE'S STOCK OPTIONS TO
THE EXTENT NECESSARY TO CONFORM TO THIS SECTION 2.5.
2.6
NO OTHER COMPENSATION.
OTHER THAN AS SPECIFICALLY SET FORTH IN
THIS AGREEMENT, EXECUTIVE SHALL NOT BE ELIGIBLE FOR ANY OTHER COMPENSATION FOR
SERVICES RENDERED PRIOR TO THE TERMINATION DATE INCLUDING, WITHOUT LIMITATION,
BONUS, FURTHER STOCK OPTION GRANTS OR OTHER INCENTIVE COMPENSATION, RELATED TO
HIS EMPLOYMENT WITH EMPLOYER.
THIS PROVISION DOES NOT AFFECT EXECUTIVE'S
ENTITLEMENT TO CONTINUED BENEFITS UNDER EMPLOYER'S EMPLOYEE BENEFIT PLANS IN
ACCORDANCE WITH THEIR TERMS THROUGH THE TERMINATION DATE.
3.
COVENANTS.
3.1
REGULATORY MATTERS; FURTHER ASSURANCES.
THE PARTIES WILL
COOPERATE IN GOOD FAITH WITH EACH OTHER IN TERMINATING OR TRANSFERRING ANY
LICENSES PRESENTLY HELD BY EXECUTIVE THAT WERE ISSUED IN CONNECTION WITH HIS
EMPLOYMENT WITH EMPLOYER AND IN TAKING SUCH OTHER ACTIONS AS ARE NECESSARY TO
EFFECT THE PURPOSES SET FORTH HEREIN.
EXECUTIVE AGREES TO EXECUTE AND DELIVER
SUCH INSTRUMENTS AND DOCUMENTS IN HIS CAPACITY AS A REGISTERED PERSON WITH ANY
REGULATORY AGENCY REQUIRED TO BE FILED BY EMPLOYER UNTIL HIS SUCCESSOR HAS BEEN
DULY QUALIFIED, SO LONG AS SUCH DOCUMENTS ARE IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO EXECUTIVE.
3.2
INDEMNIFICATION.
NOTWITHSTANDING ANYTHING IN SECTION 6.2 BELOW
AND TO THE EXTENT PERMITTED PURSUANT TO THE PENNSYLVANIA BUSINESS CORPORATION
LAW OF 1988, AS
3
AMENDED, AND THE BYLAWS OF EMPLOYER, EMPLOYER SHALL DEFEND AND INDEMNIFY
EXECUTIVE WITH RESPECT TO ACTS OR OMISSIONS OF EXECUTIVE AS AN EMPLOYEE, AGENT,
OFFICER OR DIRECTOR OF EMPLOYER OR ITS AFFILIATES OCCURRING ON OR PRIOR TO THE
TERMINATION DATE.
3.3
CORPORATE PROPERTY.
EXECUTIVE AGREES THAT ON OR BEFORE THE
OFFICER TERMINATION DATE, HE WILL RETURN TO EMPLOYER ALL PROPERTY OF EMPLOYER OR
ITS AFFILIATES IN HIS POSSESSION INCLUDING, BUT NOT LIMITED TO, KEYS, ACCESS
CARDS, IDENTIFICATION CARDS, CREDIT CARDS, FILES (INCLUDING FILES PERTAINING TO
POTENTIAL ACQUISITIONS, PARTNERSHIPS AND OTHER STRATEGIC OPPORTUNITIES),
RECORDS, PUBLICATIONS, CUSTOMER OR VENDOR LISTS, COMPUTERS, TELEPHONES OR OTHER
ELECTRONIC DEVICES AND ANY REPORTS OR COMPENDIA MADE BY EXECUTIVE OR ANY OTHER
PERSON CONCERNING EMPLOYER OR ITS BUSINESS OR PROSPECTS AND ANY COPIES IN ANY
FORMAT OF ANY OF THE FOREGOING.
3.4
CONFIDENTIALITY.
EXECUTIVE HEREBY ACKNOWLEDGES THAT AS A RESULT
OF HIS EMPLOYMENT BY EMPLOYER HE HAS HAD ACCESS TO, OBTAINED, OR DEVELOPED
CERTAIN CONFIDENTIAL OR LEGALLY PRIVILEGED INFORMATION (INCLUDING BUT NOT
LIMITED TO TRADE SECRETS, METHODS AND PRACTICES, FINANCIAL INFORMATION,
INFORMATION TECHNOLOGY SYSTEMS, TECHNICAL AND RESEARCH DATA, NEW PRODUCT
DEVELOPMENT INFORMATION, PRICING INFORMATION, BUSINESS AND MARKETING PLANS,
LOBBYING ACTIVITIES, ACQUISITION PROSPECTS AND STRATEGIES AND COMPLIANCE
MATTERS) OF EMPLOYER AND ITS AFFILIATES (COLLECTIVELY "INFORMATION"), AND THAT
SUCH INFORMATION CONSTITUTES VALUABLE, SPECIAL AND UNIQUE PROPERTY OF EMPLOYER
AND ITS AFFILIATES.
EXECUTIVE AGREES THAT HE SHALL HOLD INVIOLATE AND KEEP
SECRET ALL SUCH INFORMATION AND WILL NOT FOR ANY REASON OR PURPOSE USE, PERMIT
TO BE USED, OR DISCLOSE TO ANY PARTY ANY INFORMATION.
NOTWITHSTANDING ANYTHING
TO THE CONTRARY IN THE FOREGOING,