POLICY.
THE
COMPENSATION COMMITTEE WILL, IN ITS SOLE DISCRETION, PERIODICALLY REVIEW
EMPLOYEE'S BASE SALARY AND OTHER COMPENSATION.
4.
PROTECTION OF TRADE SECRETS AND
CONFIDENTIAL INFORMATION.
A.
DEFINITION OF "CONFIDENTIAL INFORMATION.
"CONFIDENTIAL
INFORMATION" MEANS ALL NONPUBLIC INFORMATION CONCERNING OR ARISING FROM THE
COMPANY'S BUSINESS, INCLUDING PARTICULARLY BUT NOT BY WAY OF LIMITATION TRADE
SECRETS USED, DEVELOPED OR ACQUIRED BY THE COMPANY IN CONNECTION WITH ITS
BUSINESS; INFORMATION CONCERNING THE MANNER AND DETAILS OF THE COMPANY'S
OPERATION, ORGANIZATION AND MANAGEMENT; FINANCIAL INFORMATION AND/OR DOCUMENTS
AND NONPUBLIC POLICIES, PROCEDURES AND OTHER PRINTED OR WRITTEN MATERIAL
GENERATED OR USED IN CONNECTION WITH THE COMPANY'S BUSINESS; THE COMPANY'S
BUSINESS PLANS AND STRATEGIES; THE IDENTITIES OF THE COMPANY'S CUSTOMERS AND THE
SPECIFIC INDIVIDUAL CUSTOMER REPRESENTATIVES WITH WHOM THE COMPANY WORKS; THE
DETAILS OF THE COMPANY'S RELATIONSHIP WITH SUCH CUSTOMERS AND CUSTOMER
REPRESENTATIVES; THE IDENTITIES OF DISTRIBUTORS, CONTRACTORS AND VENDORS
UTILIZED IN THE COMPANY'S BUSINESS; THE DETAILS OF THE COMPANY'S RELATIONSHIP
WITH SUCH DISTRIBUTORS, CONTRACTORS AND VENDORS; THE NATURE OF FEES AND CHARGES
MADE TO THE COMPANY'S CUSTOMERS; NONPUBLIC FORMS, CONTRACTS AND OTHER DOCUMENTS
USED IN THE COMPANY'S BUSINESS; THE NATURE AND CONTENT OF COMPUTER SOFTWARE USED
IN THE COMPANY'S BUSINESS, WHETHER PROPRIETARY TO THE COMPANY OR USED BY THE
COMPANY UNDER LICENSE FROM A THIRD PARTY; AND ALL OTHER INFORMATION CONCERNING
THE COMPANY'S CONCEPTS, PROSPECTS, CUSTOMERS, EMPLOYEES, CONTRACTORS, EARNINGS,
PRODUCTS, SERVICES, EQUIPMENT, SYSTEMS AND/OR PROSPECTIVE AND EXECUTED CONTRACTS
AND OTHER BUSINESS ARRANGEMENTS.
B.
EMPLOYEE'S USE OF CONFIDENTIAL INFORMATION.
EXCEPT IN CONNECTION
WITH AND IN FURTHERANCE OF EMPLOYEE'S WORK ON THE COMPANY'S BEHALF, EMPLOYEE
SHALL NOT, WITHOUT THE COMPANY'S PRIOR WRITTEN CONSENT, AT ANY TIME, DIRECTLY OR
INDIRECTLY, USE, DISCLOSE OR OTHERWISE COMMUNICATE ANY CONFIDENTIAL INFORMATION
TO ANY PERSON OR ENTITY.
C.
ACKNOWLEDGMENTS.
EMPLOYEE ACKNOWLEDGES THAT DURING THE TERM OF
HIS EMPLOYMENT, EMPLOYEE WILL HAVE ACCESS TO CONFIDENTIAL INFORMATION, ALL OF
WHICH SHALL BE MADE ACCESSIBLE TO EMPLOYEE ONLY IN STRICT CONFIDENCE; THAT
UNAUTHORIZED DISCLOSURE OF CONFIDENTIAL INFORMATION WILL DAMAGE THE COMPANY'S
BUSINESS; THAT CONFIDENTIAL INFORMATION WOULD BE SUSCEPTIBLE TO IMMEDIATE
COMPETITIVE APPLICATION BY A COMPETITOR OF THE COMPANY; THAT THE COMPANY'S
BUSINESS IS SUBSTANTIALLY DEPENDENT ON ACCESS TO AND THE CONTINUING SECRECY OF
CONFIDENTIAL INFORMATION; THAT CONFIDENTIAL INFORMATION IS UNIQUE TO THE COMPANY
AND KNOWN
4
only to Employee, the Company and certain key employees and contractors of the
Company; that the Company shall at all times retain ownership and control of all
Confidential Information; and that the restrictions contained in this paragraph
are reasonable and necessary for the protection of the Company's business.
D.
RECORDS CONTAINING CONFIDENTIAL INFORMATION.
ALL DOCUMENTS OR
OTHER RECORDS CONTAINING OR REFLECTING CONFIDENTIAL INFORMATION ("CONFIDENTIAL
DOCUMENTS") PREPARED BY OR PROVIDED TO EMPLOYEE ARE AND SHALL REMAIN THE
COMPANY'S PROPERTY.
EXCEPT WITH THE COMPANY'S PRIOR WRITTEN CONSENT, EMPLOYEE
SHALL NOT COPY OR USE ANY CONFIDENTIAL DOCUMENT FOR ANY PURPOSE NOT RELATING
DIRECTLY TO EMPLOYEE'S WORK ON THE COMPANY'S BEHALF, OR USE, DISCLOSE OR SELL
ANY CONFIDENTIAL DOCUMENT TO ANY PARTY.
UPON THE TERMINATION OF EMPLOYEE'S
EMPLOYMENT OR UPON THE COMPANY'S REQUEST,