THE EMPLOYMENT PERIOD
PURSUANT TO SECTION 2(C) ABOVE AND TO REIMBURSEMENT FOR EXPENSES INCURRED BY
EMPLOYEE TO OWN AND MAINTAIN AN AUTOMOBILE AS CONTEMPLATED BY SECTION 5 BELOW.
SUCH CONTINUATION OF COMPENSATION, BENEFITS AND AUTOMOBILE EXPENSES SHALL
CONTINUE FOR THE PERIOD DESCRIBED ABOVE NOTWITHSTANDING ANY EARLIER DEATH OR
REEMPLOYMENT OF EMPLOYEE.
SECTION 5.
EXPENSE REIMBURSEMENT.
UPON THE SUBMISSION OF PROPERLY DOCUMENTED
EXPENSE ACCOUNT REPORTS, EMPLOYERS SHALL REIMBURSE EMPLOYEE FOR ALL REASONABLE
BUSINESS RELATED TRAVEL AND ENTERTAINMENT EXPENSES INCURRED BY EMPLOYEE IN THE
COURSE OF HIS EMPLOYMENT WITH EMPLOYERS AND FOR EXPENSES INCURRED BY EMPLOYEE TO
OWN AID MAINTAIN AN AUTOMOBILE.
SECTION 6.
ASSIGNABILITY; BINDING NATURE.
THIS AGREEMENT SHALL BE BINDING AND
INURE TO THE BENEFIT OF THE PARTIES, AND THEIR RESPECTIVE SUCCESSORS, HEIRS (IN
THE CASE OF EMPLOYEE) AND ASSIGNS. NO OBLIGATIONS OF THE EMPLOYERS UNDER THIS
AGREEMENT MAY BE ASSIGNED OR TRANSFERRED BY THE EMPLOYERS EXCEPT THAT SUCH
OBLIGATIONS SHALL BE ASSIGNED OR TRANSFERRED (AS DESCRIBED BELOW) PURSUANT TO A
MERGER OR CONSOLIDATION OF HOLDINGS IN WHICH HOLDINGS IS NOT THE CONTINUING
ENTITY, OR THE SALE OR LIQUIDATION OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
THE EMPLOYERS, PROVIDED THAT THE ASSIGNEE OR TRANSFEREE IS THE SURVIVING ENTITY
OR SUCCESSOR TO ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF THE EMPLOYERS AND SUCH
ASSIGNEE OR TRANSFEREE ASSUMES THE LIABILITIES, OBLIGATIONS AND DUTIES OF THE
EMPLOYERS, AS CONTAINED IN THIS AGREEMENT, EITHER CONTRACTUALLY OR AS A MATTER
OF LAW. AS USED IN THIS AGREEMENT, THE "EMPLOYERS" AND "HOLDINGS" SHALL MEAN THE
EMPLOYERS AND HOLDINGS AS HEREINBEFORE DEFINED, RESPECTIVELY, AND ANY SUCCESSOR
TO THEIR BUSINESS AND/OR ASSETS AS AFORESAID WHICH ASSUMES AND AGREES TO PERFORM
THIS AGREEMENT BY OPERATION OF LAW, OR OTHERWISE.
SECTION 7.
CONFIDENTIAL INFORMATION.
(A)
NON-DISCLOSURE.
DURING THE EMPLOYMENT PERIOD OR AT ANY TIME
THEREAFTER, IRRESPECTIVE OF THE TIME, MANNER OR CAUSE OF THE TERMINATION OF THIS
AGREEMENT, EMPLOYEE WILL NOT DIRECTLY OR INDIRECTLY REVEAL, DIVULGE, DISCLOSE OR
COMMUNICATE TO ANY PERSON OR ENTITY, OTHER THAN AUTHORIZED OFFICERS, DIRECTORS
AND EMPLOYEES OF THE EMPLOYERS, IN ANY MANNER WHATSOEVER, AND CONFIDENTIAL
INFORMATION (AS HEREINAFTER DEFINED) OF EMPLOYERS OR ANY SUBSIDIARY OF EMPLOYERS
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD.
5
(B)
DEFINITION.
AS USED HEREIN, "CONFIDENTIAL INFORMATION" MEANS
INFORMATION DISCLOSED TO OR KNOWN BY EMPLOYEE AS A DIRECT OR INDIRECT
CONSEQUENCE OF OR THROUGH THE EMPLOYMENT ABOUT EMPLOYERS OR ANY SUBSIDIARY OF
EMPLOYERS, OR THEIR RESPECTIVE BUSINESSES, PRODUCTS AND PRACTICES WHICH
INFORMATION IS NOT GENERALLY KNOWN IN THE BUSINESS IN WHICH EMPLOYERS OR ANY
SUBSIDIARY OF EMPLOYERS IS OR MAY BE ENGAGED. HOWEVER, CONFIDENTIAL INFORMATION
SHALL NOT INCLUDE UNDER ANY CIRCUMSTANCES ANY INFORMATION WITH RESPECT TO THE
FOREGOING MATTERS WHICH IS (I) AVAILABLE TO THE PUBLIC FROM A SOURCE OTHER THAN
EMPLOYEE, (II) RELEASED IN WRITING BY EMPLOYERS TO THE PUBLIC OR TO PERSONS WHO
ARE NOT UNDER A SIMILAR OBLIGATION OF CONFIDENTIALITY TO EMPLOYERS AND WHO ARE
NOT PARTIES TO THIS AGREEMENT, (III) OBTAINED BY EMPLOYEE FROM A THIRD PARTY NOT
UNDER A SIMILAR OBLIGATION