THE BOARD OF
DIRECTORS OF THE CONTINUING COMPANY (OR EQUIVALENT BODY) WERE INCUMBENT
DIRECTORS AT THE TIME OF THE EXECUTION OF THE DEFINITIVE AGREEMENT PROVIDING FOR
SUCH REORGANIZATION OR, IN THE ABSENCE OF SUCH AN AGREEMENT, AT THE TIME AT
WHICH APPROVAL OF THE BOARD WAS OBTAINED FOR SUCH REORGANIZATION;
(C)
THE SHAREHOLDERS OF COMPANY APPROVE A PLAN OF COMPLETE LIQUIDATION OR
DISSOLUTION OF COMPANY UNLESS SUCH LIQUIDATION OR DISSOLUTION IS PART OF A
TRANSACTION OR SERIES OF TRANSACTIONS DESCRIBED IN PARAGRAPH (B) ABOVE THAT DOES
NOT OTHERWISE CONSTITUTE A CHANGE IN CONTROL; OR
(D)
ANY PERSON (OTHER THAN (A) COMPANY, (B) ANY TRUSTEE OR OTHER FIDUCIARY
HOLDING SECURITIES UNDER AN EMPLOYEE BENEFIT PLAN OF COMPANY OR AN AFFILIATE OR
(C) ANY COMPANY OWNED, DIRECTLY OR INDIRECTLY, BY THE SHAREHOLDERS OF COMPANY IN
SUBSTANTIALLY THE SAME PROPORTIONS AS THEIR OWNERSHIP OF THE VOTING POWER OF
COMPANY VOTING SECURITIES) BECOMES THE BENEFICIAL OWNER, DIRECTLY OR INDIRECTLY,
OF SECURITIES OF COMPANY REPRESENTING 50% OR MORE OF THE COMBINED VOTING POWER
OF COMPANY VOTING SECURITIES; PROVIDED, HOWEVER, THAT FOR PURPOSES OF THIS
PARAGRAPH (D), THE FOLLOWING ACQUISITIONS SHALL NOT CONSTITUTE A CHANGE IN
CONTROL: (I) ANY ACQUISITION DIRECTLY FROM COMPANY, (II) ANY ACQUISITION BY AN
UNDERWRITER TEMPORARILY HOLDING SUCH COMPANY VOTING SECURITIES PURSUANT TO AN
OFFERING OF SUCH SECURITIES OR (III) ANY ACQUISITION PURSUANT TO A
REORGANIZATION THAT DOES NOT CONSTITUTE A CHANGE IN CONTROL FOR PURPOSES OF
PARAGRAPH (B) ABOVE.
10
SECTION 8.
CONFIDENTIAL INFORMATION.
EMPLOYEE RECOGNIZES AND ACKNOWLEDGES THAT
CERTAIN PROPRIETARY, NON-PUBLIC INFORMATION OWNED BY COMPANY AND ITS AFFILIATES,
INCLUDING WITHOUT LIMITATION PROPRIETARY, NON-PUBLIC INFORMATION REGARDING
CUSTOMERS, PRICING POLICIES, METHODS OF OPERATION, PROPRIETARY COMPUTER
PROGRAMS, SALES PRODUCTS, PROFITS, COSTS, MARKETS, KEY PERSONNEL, TECHNICAL
PROCESSES, AND TRADE SECRETS (HEREINAFTER CALLED "CONFIDENTIAL INFORMATION"),
ARE VALUABLE, SPECIAL AND UNIQUE ASSETS OF COMPANY AND ITS AFFILIATES.
EMPLOYEE
WILL NOT, DURING OR AFTER HIS TERM OF EMPLOYMENT, WITHOUT THE PRIOR WRITTEN
CONSENT OF A MEMBER OF THE BOARD BELIEVED BY EMPLOYEE TO HAVE BEEN AUTHORIZED BY
THE BOARD FOR SUCH PURPOSE, KNOWINGLY AND INTENTIONALLY DISCLOSE ANY OF THE
CONFIDENTIAL INFORMATION OBTAINED BY HIM WHILE IN THE EMPLOY OF COMPANY OR
DURING HIS PRIOR SERVICE AS A MEMBER OF THE BOARD TO ANY PERSON, FIRM,
CORPORATION, ASSOCIATION OR OTHER ENTITY FOR ANY REASON OR PURPOSE WHATSOEVER,
DIRECTLY OR INDIRECTLY (OTHER THAN TO AN EMPLOYEE OF COMPANY OF ITS AFFILIATES,
A DIRECTOR OF COMPANY OR ITS AFFILIATES, OR A PERSON TO WHOM DISCLOSURE IS
NECESSARY OR APPROPRIATE IN EMPLOYEE'S GOOD FAITH JUDGMENT IN CONNECTION WITH
THE PERFORMANCE OF HIS DUTIES HEREUNDER OR OTHERWISE ON BEHALF OF COMPANY),
UNLESS AND UNTIL SUCH CONFIDENTIAL INFORMATION BECOMES PUBLICLY AVAILABLE (OTHER
THAN AS A CONSEQUENCE OF THE BREACH BY EMPLOYEE OF HIS CONFIDENTIALITY
OBLIGATIONS UNDER THIS SECTION 8), AND EXCEPT AS MAY BE REQUIRED (OR AS EMPLOYEE
MAY BE ADVISED BY COUNSEL IS REQUIRED) IN CONNECTION WITH ANY JUDICIAL,
ADMINISTRATIVE OR OTHER GOVERNMENTAL PROCEEDING OR INQUIRY.
IN THE EVENT OF THE
TERMINATION OF HIS EMPLOYMENT, WHETHER VOLUNTARY OR INVOLUNTARY AND WHETHER