OBTAINS ANY
SUCH BENEFITS PURSUANT TO A SUBSEQUENT EMPLOYER'S BENEFIT PLANS, IN WHICH CASE
THE COMPANY MAY REDUCE THE COVERAGE OF ANY BENEFITS IT IS REQUIRED TO PROVIDE
THE EXECUTIVE HEREUNDER SO LONG AS THE AGGREGATE COVERAGE AND BENEFITS OF THE
COMBINED BENEFIT PLANS IS NO LESS FAVORABLE TO THE EXECUTIVE THAN THE COVERAGES
AND BENEFITS REQUIRED TO BE PROVIDED HEREUNDER.
THIS SUBSECTION (F) SHALL NOT
BE INTERPRETED SO AS TO LIMIT ANY BENEFITS TO WHICH THE EXECUTIVE, HIS
DEPENDANTS OR BENEFICIARIES MAY OTHERWISE BE ENTITLED UNDER ANY OF THE COMPANY'S
EMPLOYEE BENEFIT PLANS, PROGRAMS OR PRACTICES FOLLOWING THE TERMINATION OF
EMPLOYMENT OF THE EXECUTIVE, INCLUDING WITHOUT LIMITATION, ANY APPLICABLE
RETIREE MEDICAL AND LIFE INSURANCE BENEFITS.
THE COMPANY MAY OFFSET ANY AMOUNTS
EXECUTIVE OWES IT OR ITS SUBSIDIARIES AGAINST ANY AMOUNTS IT OR ITS SUBSIDIARIES
OWES EXECUTIVE HEREUNDER.
(G)
RETURN OF CAR.
EXECUTIVE HAS RETURNED HIS COMPANY CAR TO THE
COMPANY, TOGETHER WITH ALL KEYS, OWNER'S MANUALS AND OTHER DOCUMENTS RELATING TO
OWNERSHIP OR MAINTENANCE.
3.
CONFIDENTIAL INFORMATION.
(A)
OBLIGATION TO MAINTAIN CONFIDENTIALITY.
EXECUTIVE ACKNOWLEDGES
THAT THE CONTINUED SUCCESS OF THE COMPANY AND ITS SUBSIDIARIES, DEPENDS UPON THE
USE AND PROTECTION OF A LARGE BODY OF CONFIDENTIAL AND PROPRIETARY INFORMATION.
ALL OF SUCH CONFIDENTIAL AND PROPRIETARY INFORMATION EXISTING PRIOR HERETO, NOW
EXISTING OR TO BE DEVELOPED IN THE FUTURE WILL BE REFERRED TO IN THIS AGREEMENT
AS "CONFIDENTIAL INFORMATION."
CONFIDENTIAL INFORMATION WILL BE INTERPRETED AS
BROADLY AS POSSIBLE TO INCLUDE ALL INFORMATION OF ANY SORT (WHETHER MERELY
REMEMBERED OR EMBODIED IN A TANGIBLE OR INTANGIBLE FORM) THAT IS (I) RELATED TO
THE COMPANY'S OR ITS SUBSIDIARIES' CURRENT OR POTENTIAL BUSINESS AND (II) IS NOT
GENERALLY OR PUBLICLY KNOWN.
CONFIDENTIAL INFORMATION INCLUDES, WITHOUT
SPECIFIC LIMITATION, THE INFORMATION, OBSERVATIONS AND DATA OBTAINED BY HIM
DURING THE COURSE OF HIS EMPLOYMENT BY THE COMPANY AND ITS SUBSIDIARIES
CONCERNING THE BUSINESS AND AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES,
INFORMATION CONCERNING ACQUISITION OPPORTUNITIES IN OR REASONABLY RELATED TO THE
COMPANY'S OR ITS SUBSIDIARIES' BUSINESS OR INDUSTRY OF WHICH EXECUTIVE BECOMES
AWARE DURING SUCH EMPLOYMENT, THE PERSONS OR ENTITIES THAT ARE CURRENT, FORMER
OR PROSPECTIVE SUPPLIERS OR CUSTOMERS OF ANY ONE OR MORE OF THEM DURING
EXECUTIVE'S EMPLOYMENT, AS WELL AS DEVELOPMENT, TRANSITION AND TRANSFORMATION
PLANS, METHODOLOGIES AND METHODS OF DOING BUSINESS, STRATEGIC, MARKETING AND
EXPANSION PLANS, INCLUDING PLANS REGARDING PLANNED AND POTENTIAL SALES,
FINANCIAL AND BUSINESS PLANS, EMPLOYEE LISTS AND TELEPHONE NUMBERS, LOCATIONS OF
SALES REPRESENTATIVES, NEW AND EXISTING PROGRAMS AND SERVICES, PRICES AND TERMS,
CUSTOMER SERVICE, INTEGRATION PROCESSES, REQUIREMENTS AND COSTS OF PROVIDING
SERVICE, SUPPORT AND EQUIPMENT.
THEREFORE, EXECUTIVE AGREES THAT HE SHALL NOT
DISCLOSE TO ANY UNAUTHORIZED PERSON OR USE FOR HIS OWN ACCOUNT ANY OF SUCH
CONFIDENTIAL INFORMATION, UNLESS AND TO THE EXTENT THAT ANY CONFIDENTIAL
INFORMATION (I) BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC
OTHER THAN AS A RESULT OF EXECUTIVE'S ACTS OR OMISSIONS TO ACT OR (II) IS
REQUIRED TO BE DISCLOSED PURSUANT TO ANY APPLICABLE LAW OR COURT ORDER.
EXECUTIVE AGREES TO DELIVER TO