RIGHT OR
REMEDY AGAINST THE COMPANY IN CONNECTION THEREWITH.
NOTWITHSTANDING THE PAYMENT
PROVISIONS OF THIS PARAGRAPH 5(C) IF AT THE RELEVANT TIME EXECUTIVE IS A
"SPECIFIED EMPLOYEE" AS THAT TERM IS USED IN SECTION 409A OF THE CODE, THE
COMMENCEMENT OF PAYMENTS UNDER THIS PARAGRAPH 5(C) SHALL BE DEFERRED TO THE
EXTENT, IF ANY, REQUIRED TO COMPLY WITH THE "SPECIFIED EMPLOYEE" RULES OF
SECTION 409A.
(D)
NO IMPACT ON OTHER ARRANGEMENTS.
EXECUTIVE'S RIGHT TO RECEIVE PAYMENTS UNDER THIS AGREEMENT SHALL NOT DECREASE
THE AMOUNT OF, OR OTHERWISE ADVERSELY AFFECT, ANY OTHER BENEFITS PAYABLE TO
EXECUTIVE UNDER ANY PLAN, AGREEMENT OR ARRANGEMENT RELATING TO
4
EMPLOYEE BENEFITS PROVIDED BY THE COMPANY (OR AN AFFILIATED CORPORATION);
PROVIDED, HOWEVER, THAT THE AMOUNTS PAYABLE TO EXECUTIVE UNDER PARAGRAPH
5(C)(I) SHALL BE REDUCED BY THE AMOUNT OF ANY SEVERANCE COMPENSATION PAID TO
EXECUTIVE UNDER THE COMPANY'S SEVERANCE PAY PLAN.
(E)
NO MITIGATION.
EXECUTIVE SHALL NOT BE
REQUIRED TO MITIGATE THE AMOUNT OF ANY PAYMENT PROVIDED FOR IN THIS PARAGRAPH 5
BY SEEKING OTHER EMPLOYMENT OR OTHERWISE, NOR SHALL THE AMOUNT OF ANY PAYMENT OR
BENEFIT PROVIDED FOR IN THIS PARAGRAPH 5 BE REDUCED BY ANY COMPENSATION EARNED
BY THE EXECUTIVE AS THE RESULT OF EMPLOYMENT BY ANOTHER EMPLOYER OR BY REASON OF
THE EXECUTIVE'S RECEIPT OF OR RIGHT TO RECEIVE ANY RETIREMENT OR OTHER BENEFITS
AFTER THE DATE OF TERMINATION OF EMPLOYMENT OR OTHERWISE (EXCEPT AS OTHERWISE
PROVIDED IN THIS PARAGRAPH 5).
6.
CONFIDENTIAL INFORMATION.
EXECUTIVE
ACKNOWLEDGES THAT THE NON-PUBLIC INFORMATION OBTAINED BY HIM WHILE EMPLOYED BY
THE COMPANY CONCERNING THE BUSINESS OR OPERATIONS OF THE COMPANY OR ANY
SUBSIDIARY OF THE COMPANY ("CONFIDENTIAL INFORMATION") IS THE EXCLUSIVE PROPERTY
OF THE COMPANY OR SUCH OTHER SUBSIDIARY. FOR PURPOSES OF THIS AGREEMENT, THE
TERM "CONFIDENTIAL INFORMATION" DOES NOT INCLUDE INFORMATION THAT EXECUTIVE CAN
DEMONSTRATE (A) WAS IN EXECUTIVE'S POSSESSION PRIOR TO HIS INITIAL EMPLOYMENT BY
THE COMPANY, PROVIDED THAT SUCH INFORMATION IS NOT KNOWN BY EXECUTIVE TO BE
SUBJECT TO ANOTHER CONFIDENTIALITY AGREEMENT WITH, OR OTHER OBLIGATION OF
SECRECY TO, THE COMPANY OR ANOTHER PARTY, (B) IS GENERALLY AVAILABLE TO THE
PUBLIC AND BECAME GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS A RESULT OF A
DISCLOSURE IN VIOLATION OF THIS AGREEMENT, OR (C) BECAME AVAILABLE TO EXECUTIVE
ON A NON-CONFIDENTIAL BASIS FROM A THIRD PARTY, PROVIDED THAT SUCH THIRD PARTY
IS NOT KNOWN BY EXECUTIVE TO BE BOUND BY A CONFIDENTIALITY AGREEMENT WITH, OR
OTHER OBLIGATION OF SECRECY TO, THE COMPANY OR ANOTHER PARTY OR IS OTHERWISE
PROHIBITED FROM PROVIDING SUCH INFORMATION TO EXECUTIVE BY A CONTRACTUAL, LEGAL
OR FIDUCIARY OBLIGATION. EXECUTIVE AGREES THAT HE WILL NOT DISCLOSE CONFIDENTIAL
INFORMATION TO ANY PERSON (OTHER THAN EMPLOYEES OF THE COMPANY OR ANY SUBSIDIARY
THEREOF OR ANY OTHER PERSON EXPRESSLY AUTHORIZED BY THE COMPANY TO RECEIVE
CONFIDENTIAL INFORMATION) OR USE FOR HIS OWN ACCOUNT ANY CONFIDENTIAL
INFORMATION WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY. EXECUTIVE SHALL
DELIVER TO THE COMPANY AT THE TERMINATION OF THE EMPLOYMENT PERIOD, OR AT ANY
OTHER TIME THE BOARD OF