CURE ANY AND ALL BASES FOR EXECUTIVE TO CLAIM THAT ANY SUCH PROPOSED MOVE WOULD
CONSTITUTE THE BASIS FOR A TERMINATION WITH "GOOD REASON").
5.
CONFIDENTIAL INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA (INCLUDING TRADE SECRETS) OBTAINED BY HIM
DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY AND/OR ANY OF ITS
AFFILIATES (INCLUDING THOSE OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY AND/OR
ITS AFFILIATES (INCLUDING WOODCRAFT INDUSTRIES, INC.) PRIOR TO THE DATE OF THIS
AGREEMENT) CONCERNING
4
THE BUSINESS OR AFFAIRS OF THE COMPANY OR ANY AFFILIATE ("CONFIDENTIAL
INFORMATION") ARE THE PROPERTY OF THE COMPANY OR SUCH AFFILIATE.
THEREFORE,
EXECUTIVE AGREES THAT HE SHALL NOT DISCLOSE TO ANY PERSON OR ENTITY OR USE FOR
ANY PURPOSE (OTHER THAN FOR THE BENEFIT OF THE COMPANY AND ITS AFFILIATES) ANY
CONFIDENTIAL INFORMATION OR ANY CONFIDENTIAL OR PROPRIETARY INFORMATION OF OTHER
PERSONS OR ENTITIES IN THE POSSESSION OF THE COMPANY AND ITS AFFILIATES ("THIRD
PARTY INFORMATION"), WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS AND
TO THE EXTENT THAT THE CONFIDENTIAL INFORMATION OR THIRD PARTY INFORMATION
BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OTHER THAN AS A
RESULT OF EXECUTIVE'S ACTS OR OMISSIONS.
EXECUTIVE SHALL DELIVER TO THE COMPANY
AT THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT PERIOD, OR AT ANY OTHER TIME
THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES, PLANS, RECORDS, REPORTS, COMPUTER
TAPES, PRINTOUTS AND SOFTWARE AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF)
EMBODYING OR RELATING TO THE CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED
BELOW) OR THE BUSINESS OF THE COMPANY OR ANY AFFILIATE WHICH HE MAY THEN POSSESS
OR HAVE UNDER HIS CONTROL.
6.
INTELLECTUAL PROPERTY.
EXECUTIVE ACKNOWLEDGES THAT ALL
DISCOVERIES, CONCEPTS, IDEAS, INVENTIONS, INNOVATIONS, IMPROVEMENTS,
DEVELOPMENTS, METHODS, DESIGNS, ANALYSES, DRAWINGS, REPORTS, PATENT
APPLICATIONS, COPYRIGHTABLE WORK AND MASK WORK (WHETHER OR NOT INCLUDING ANY
CONFIDENTIAL INFORMATION) AND ALL REGISTRATIONS OR APPLICATIONS RELATED THERETO,
ALL OTHER PROPRIETARY INFORMATION AND ALL SIMILAR OR RELATED INFORMATION
(WHETHER OR NOT PATENTABLE) WHICH RELATE TO THE COMPANY'S OR ANY OF ITS
AFFILIATES' ACTUAL OR ANTICIPATED BUSINESS, RESEARCH AND DEVELOPMENT OR EXISTING
OR FUTURE PRODUCTS OR SERVICES AND WHICH ARE CONCEIVED, DEVELOPED OR MADE BY
EXECUTIVE (WHETHER ALONE OR JOINTLY WITH OTHERS) WHILE EMPLOYED BY THE COMPANY
OR ITS PREDECESSOR AND ITS AFFILIATES, WHETHER BEFORE OR AFTER THE DATE OF THIS
AGREEMENT ("WORK PRODUCT"), BELONG TO THE COMPANY OR SUCH AFFILIATE.
EXECUTIVE
SHALL PROMPTLY DISCLOSE SUCH WORK PRODUCT TO THE BOARD AND, AT THE COMPANY'S
EXPENSE, PERFORM ALL ACTIONS REASONABLY REQUESTED BY THE BOARD (WHETHER DURING
OR AFTER THE EMPLOYMENT PERIOD) TO ESTABLISH AND CONFIRM SUCH OWNERSHIP
(INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS, CONSENTS, POWERS OF ATTORNEY AND
OTHER INSTRUMENTS). EXECUTIVE ACKNOWLEDGES THAT ALL WORK PRODUCT SHALL BE DEEMED
TO CONSTITUTE "WORKS MADE FOR HIRE" UNDER THE U.S. COPYRIGHT ACT OF 1976, AS
AMENDED.
7.
NON-COMPETE. NON-SOLICITATION.
(A)
EXECUTIVE HEREBY ACKNOWLEDGES THAT, DURING THE COURSE OF HIS
EMPLOYMENT WITH THE COMPANY HE HAS AND SHALL BECOME FAMILIAR WITH THE COMPANY'S
AND ITS AFFILIATES' TRADE SECRETS AND OTHER