$150,000 OR SUCH OTHER AMOUNT AS APPROVED
BY THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS.
CONFIDENTIALITY.
THE EXECUTIVE SHALL NOT, DIRECTLY OR INDIRECTLY, DURING THE
TERM AND AT ANY TIME DURING OR FOLLOWING THE TERMINATION OF HIS EMPLOYMENT WITH
THE COMPANY, REVEAL, DIVULGE, OR MAKE KNOWN TO ANY PERSON OR ENTITY, OR USE FOR
THE EXECUTIVE'S PERSONAL BENEFIT (INCLUDING, WITHOUT LIMITATION, FOR THE PURPOSE
OF SOLICITING BUSINESS COMPETITIVE WITH ANY BUSINESS OF THE COMPANY OR ANY OF
ITS SUBSIDIARIES OR AFFILIATES), ANY INFORMATION ACQUIRED DURING THE COURSE OF
EMPLOYMENT HEREUNDER WITH REGARD TO THE FINANCIAL, TECHNICAL, BUSINESS OR OTHER
AFFAIRS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES (INCLUDING,
WITHOUT LIMITATION, ANY LIST OR RECORD OF PERSONS OR ENTITIES WITH WHICH THE
COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES HAS ANY DEALINGS), OTHER THAN
(1) MATERIAL ALREADY IN THE PUBLIC DOMAIN, (2) INFORMATION OF A TYPE NOT
CONSIDERED CONFIDENTIAL BY PERSONS ENGAGED IN THE SAME BUSINESS OR A SIMILAR
BUSINESS TO THAT
1
CONDUCTED BY THE COMPANY, (3) MATERIAL KNOWN BY THE RECIPIENTS THROUGH
DISCLOSURE BY A THIRD PARTY WHO HAS A BONA FIDE RIGHT TO MAKE SUCH DISCLOSURE,
OR (4) MATERIAL THAT THE EXECUTIVE IS REQUIRED TO DISCLOSE UNDER THE FOLLOWING
CIRCUMSTANCES: (A) IN THE PERFORMANCE BY THE EXECUTIVE OF HIS DUTIES AND
RESPONSIBILITIES HEREUNDER, WHICH DISCLOSURE IS REASONABLY NECESSARY OR
APPROPRIATE, TO ANOTHER EXECUTIVE OF THE COMPANY OR TO REPRESENTATIVES OR AGENTS
OF THE COMPANY (SUCH AS INDEPENDENT PUBLIC ACCOUNTANTS AND LEGAL COUNSEL); (B)
AT THE EXPRESS DIRECTION OF ANY AUTHORIZED GOVERNMENTAL ENTITY; (C) PURSUANT TO
A SUBPOENA OR OTHER COURT PROCESS; OR (D) AS OTHERWISE REQUIRED BY LAWS OR THE
RULES, REGULATIONS, OR ORDERS OF ANY APPLICABLE REGULATORY BODY.
THE EXECUTIVE
SHALL, AT ANY TIME REQUESTED BY THE COMPANY (EITHER DURING OR AFTER HIS
EMPLOYMENT WITH THE COMPANY), PROMPTLY DELIVER TO THE COMPANY ALL MEMORANDA,
NOTES, REPORTS, LISTS, AND OTHER DOCUMENTS (AND ALL COPIES THEREOF) RELATING TO
THE BUSINESS OF THE COMPANY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES WHICH HE
MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
NON-SOLICITATION. DURING THE TERM AND NON-SOLICITATION PERIOD (AS DEFINED
BELOW), THE EXECUTIVE WILL NOT (I) SOLICIT, OR ATTEMPT TO SOLICIT, ANY OFFICER,
DIRECTOR, CONSULTANT, EXECUTIVE OR EMPLOYEE OF THE COMPANY OR ANY OF ITS
SUBSIDIARIES OR AFFILIATES (EACH AN "EMPLOYEE") TO LEAVE THEIR EMPLOYMENT,
AFFILIATION, OR ENGAGEMENT WITH THE COMPANY OR SUCH SUBSIDIARY OR AFFILIATE,
(II) CALL UPON, SOLICIT, DIVERT OR ATTEMPT TO SOLICIT OR DIVERT FROM THE COMPANY
OR ANY OF ITS AFFILIATES OR SUBSIDIARIES ANY OF THEIR CUSTOMERS OR SUPPLIERS, OR
POTENTIAL CUSTOMERS OR SUPPLIERS, OF WHOSE NAMES HE WAS AWARE DURING THE TERM OF
HIS EMPLOYMENT WITH THE COMPANY; OR (III) INTERFERE WITH THE BUSINESS
RELATIONSHIP OR ADVANTAGE BETWEEN THE COMPANY AND ANY CUSTOMER, SUPPLIER, OR
ACCOUNT OF THE COMPANY, OF WHOSE NAME HE WAS AWARE DURING THE TERM OF HIS
EMPLOYMENT WITH THE COMPANY.
FOR PURPOSES OF THIS AGREEMENT, THE "NON-SOLICITATION PERIOD" SHALL MEAN A
PERIOD OF ONE YEAR