COMPANY'S THEN CURRENT
PAYROLL PRACTICES AN AMOUNT EQUAL TO THE SUM OF (I) EMPLOYEE'S ANNUAL BASE
SALARY FOR THE YEAR IN WHICH SUCH TERMINATION OCCURS AND (II) THE GREATER OF
(A) THE TARGET BONUSES FOR EACH OF THE FOUR QUARTERS IN THE YEAR IN WHICH SUCH
TERMINATION OCCURS AND (B) THE ACTUAL BONUS EARNED BY EMPLOYEE FOR THE FOUR
FISCAL QUARTERS IMMEDIATELY PRECEDING SUCH TERMINATION, PAYABLE FOR A PERIOD OF
TIME EQUAL TO THE LONGER OF (I) TWO YEARS AND (II) THE PERIOD OF TIME REMAINING
UNDER THE THEN CURRENT TERM OF THIS AGREEMENT. EMPLOYEE SHALL RECEIVE HIS
ACCRUED AND UNPAID SALARY AND ANY ACCRUED AND UNPAID PRO RATA BONUS THROUGH THE
DATE OF TERMINATION, AND EMPLOYEE WILL CONTINUE TO PARTICIPATE IN ANY BENEFITS
REFERENCED IN SECTION 3.2(C) FOR THE SEVERANCE PERIOD; PROVIDED, HOWEVER, TO THE
EXTENT THAT ANY BENEFIT UNDER SECTION 3.2(C) CANNOT BE CONTINUED DURING A PERIOD
WHEN EMPLOYEE IS NOT AN EMPLOYEE OF THE COMPANY, THE COMPANY SHALL PAY EMPLOYEE
AN AMOUNT IN CASH EQUAL TO THE ECONOMIC VALUE OF SUCH BENEFIT, SUCH VALUE TO BE
DETERMINED AS OF THE TIME OF TERMINATION. IN ADDITION, ALL STOCK OPTIONS
REFERENCED IN SECTION 3.1(C) SHALL VEST EFFECTIVE AS OF THE DATE OF TERMINATION,
AND EMPLOYEE MAY EXERCISE SUCH OPTIONS FOR A PERIOD OF THREE MONTHS FROM THE
DATE OF TERMINATION.
(B)
VOLUNTARY RESIGNATION.
IF EMPLOYEE'S EMPLOYMENT HEREUNDER SHALL BE
TERMINATED BY
EMPLOYEE PURSUANT TO THE PROVISIONS SET FORTH IN SECTION 2.3(B) HEREOF PRIOR TO
THE EXPIRATION OF THE THEN CURRENT TERM, THEN, UPON SUCH TERMINATION, SUBJECT TO
COBRA, ALL COMPENSATION AND ALL BENEFITS TO EMPLOYEE HEREUNDER SHALL TERMINATE
CONTEMPORANEOUSLY WITH THE TERMINATION OF SUCH EMPLOYMENT; PROVIDED, HOWEVER,
EMPLOYEE SHALL NOT RECEIVE A BONUS FOR THE YEAR DURING WHICH EMPLOYEE'S
EMPLOYMENT TERMINATED OR ANY SUBSEQUENT YEAR.
ARTICLE V
CONFIDENTIAL INFORMATION
SECTION 5.1
COMPANY INFORMATION.
EMPLOYEE
ACKNOWLEDGES THAT THE COMPANY'S BUSINESS IS HIGHLY COMPETITIVE AND THAT THE
COMPANY'S BOOKS, RECORDS AND DOCUMENTS, TECHNICAL INFORMATION CONCERNING ITS
PRODUCTS, EQUIPMENT, SERVICES AND PROCESSES, PROCUREMENT PROCEDURES AND PRICING
TECHNIQUES AND THE NAMES OF AND OTHER INFORMATION (E.G., CREDIT AND FINANCIAL
DATA) CONCERNING THE COMPANY'S CUSTOMERS AND BUSINESS ASSOCIATES ALL COMPRISE
CONFIDENTIAL BUSINESS INFORMATION AND TRADE SECRETS OF THE COMPANY
(COLLECTIVELY, "CONFIDENTIAL INFORMATION") WHICH ARE VALUABLE, SPECIAL, AND
UNIQUE ASSETS OF THE COMPANY WHICH THE COMPANY USES IN ITS BUSINESS TO OBTAIN A
COMPETITIVE ADVANTAGE OVER THE COMPANY'S COMPETITORS WHICH DO NOT KNOW OR USE
THIS INFORMATION. EMPLOYEE FURTHER ACKNOWLEDGES THAT PROTECTION OF THE
CONFIDENTIAL INFORMATION AGAINST UNAUTHORIZED DISCLOSURE AND USE IS OF CRITICAL
IMPORTANCE TO THE COMPANY IN MAINTAINING ITS COMPETITIVE POSITION. ACCORDINGLY,
EMPLOYEE HEREBY AGREES THAT HE WILL NOT, AT ANY TIME DURING OR AFTER HIS
EMPLOYMENT BY THE COMPANY, MAKE ANY UNAUTHORIZED DISCLOSURE OF ANY CONFIDENTIAL
INFORMATION OR MAKE ANY USE THEREOF, EXCEPT FOR THE BENEFIT OF, AND ON BEHALF
OF, THE COMPANY. FOR THE PURPOSES OF THIS ARTICLE 5, THE TERM "COMPANY" SHALL
ALSO INCLUDE AFFILIATES OF THE COMPANY.
SECTION 5.2
THIRD PARTY INFORMATION.
EMPLOYEE ACKNOWLEDGES THAT, AS A RESULT