ACCORDANCE WITH THE
COMPANY'S AUTOMOBILE POLICY FOR EXECUTIVES, AND THE COMPANY WILL PAY ALL
INSURANCE, MAINTENANCE, FUEL, OIL AND RELATED OPERATIONAL EXPENSES FOR SUCH
AUTOMOBILE.
EXECUTIVE
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WILL BE ENTITLED TO FIVE (5) WEEKS VACATION DURING 2008, WHICH AMOUNT WILL BE
SUBJECT TO INCREASE DURING THE TERM IN ACCORDANCE WITH COMPANY POLICY.
EXECUTIVE WILL BE PROVIDED AN ANNUAL PHYSICAL EXAMINATION AND A FINANCIAL/TAX
CONSULTANT FOR PERSONAL FINANCIAL AND TAX PLANNING.
EXECUTIVE WILL BE PROMPTLY
REIMBURSED BY THE COMPANY FOR ALL REASONABLE BUSINESS EXPENSES HE INCURS IN
CARRYING OUT HIS DUTIES AND RESPONSIBILITIES UNDER THIS AGREEMENT.
4.
CONFIDENTIALITY AND NONCOMPETITION.
(A)
EXECUTIVE ACKNOWLEDGES THAT, PRIOR TO AND DURING THE TERM OF THIS
AGREEMENT, THE COMPANY HAS FURNISHED AND WILL FURNISH TO EXECUTIVE CONFIDENTIAL
INFORMATION WHICH COULD BE USED BY EXECUTIVE ON BEHALF OF A COMPETITOR OF THE
COMPANY TO THE COMPANY'S SUBSTANTIAL DETRIMENT.
MOREOVER, THE PARTIES RECOGNIZE
THAT EXECUTIVE DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY MAY DEVELOP
IMPORTANT RELATIONSHIPS WITH CUSTOMERS AND OTHERS HAVING VALUABLE BUSINESS
RELATIONSHIPS WITH THE COMPANY.
IN VIEW OF THE FOREGOING, EXECUTIVE
ACKNOWLEDGES AND AGREES THAT THE RESTRICTIVE COVENANTS CONTAINED IN THIS
SECTION ARE REASONABLY NECESSARY TO PROTECT THE COMPANY'S LEGITIMATE BUSINESS
INTERESTS AND GOOD WILL.
(B)
EXECUTIVE AGREES THAT HE SHALL PROTECT THE COMPANY'S CONFIDENTIAL
INFORMATION AND SHALL NOT DISCLOSE TO ANY PERSON, OR OTHERWISE USE, EXCEPT IN
CONNECTION WITH HIS DUTIES PERFORMED IN ACCORDANCE WITH THIS AGREEMENT, ANY
CONFIDENTIAL INFORMATION AT ANY TIME, INCLUDING FOLLOWING THE TERMINATION OF HIS
EMPLOYMENT WITH THE COMPANY FOR ANY REASON; PROVIDED, HOWEVER, THAT EXECUTIVE
MAY MAKE DISCLOSURES REQUIRED BY A VALID ORDER OR SUBPOENA ISSUED BY A COURT OR
ADMINISTRATIVE AGENCY OF COMPETENT JURISDICTION, IN WHICH EVENT EXECUTIVE WILL
PROMPTLY NOTIFY THE COMPANY OF
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SUCH ORDER OR SUBPOENA TO PROVIDE THE COMPANY AN OPPORTUNITY TO PROTECT ITS
INTERESTS.
EXECUTIVE'S OBLIGATIONS UNDER THIS SECTION 4(B) SHALL SURVIVE ANY
EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON, PROVIDED THAT
EXECUTIVE MAY AFTER SUCH EXPIRATION OR TERMINATION DISCLOSE CONFIDENTIAL
INFORMATION WITH THE PRIOR WRITTEN CONSENT OF THE BOARD.
(C)
UPON THE TERMINATION OR EXPIRATION OF HIS EMPLOYMENT HEREUNDER,
EXECUTIVE AGREES TO DELIVER PROMPTLY TO THE COMPANY ALL COMPANY FILES, CUSTOMER
LISTS, MANAGEMENT REPORTS, MEMORANDA, RESEARCH, COMPANY FORMS, FINANCIAL DATA
AND REPORTS AND OTHER DOCUMENTS SUPPLIED TO OR CREATED BY HIM IN CONNECTION WITH
HIS EMPLOYMENT HEREUNDER (INCLUDING ALL COPIES OF THE FOREGOING) IN HIS
POSSESSION OR CONTROL, AND ALL OF THE COMPANY'S EQUIPMENT AND OTHER MATERIALS IN
HIS POSSESSION OR CONTROL.
EXECUTIVE'S OBLIGATIONS UNDER THIS
SECTION 4(C) SHALL SURVIVE ANY EXPIRATION OR TERMINATION OF THIS AGREEMENT.
(D)
UPON THE TERMINATION OR EXPIRATION OF HIS EMPLOYMENT UNDER THIS
AGREEMENT, EXECUTIVE AGREES THAT FOR A PERIOD OF ONE (1) YEAR FROM HIS DATE OF
TERMINATION OR UNTIL THE END OF THE PERIOD FOR WHICH HE IS ENTITLED TO RECEIVE
COMPENSATION UNDER SECTION 5.1(A) BELOW, WHICHEVER IS LONGER, HE SHALL NOT
(I) ENTER INTO OR ENGAGE IN THE DESIGN, MANUFACTURE, MARKETING OR SALE OF ANY
PRODUCTS SIMILAR TO