an event that is or would constitute Good Reason shall cease to be Good
Reason if: (1) I do not give the Company written notice of my intent to
terminate my employment within 45 days after the event occurs; (2) the Company
reverses the action or cures the default that constitutes Good Reason within 30
days after I notify it in writing that Good Reason exists before I terminate
employment; or (3) I was a primary instigator of the Good Reason event and the
circumstances make it inappropriate for me to receive Good Reason resignation
benefits under this Agreement.
(F)
DEATH.
IF I DIE WHILE EMPLOYED UNDER THIS AGREEMENT, THE
PAYMENTS REQUIRED BY SECTION 5(A) IN THE EVENT OF MY DEATH SHALL BE MADE.
6.
CONFIDENTIALITY AND OTHER OBLIGATIONS.
(A)
CONFIDENTIAL INFORMATION. DURING THE TERM OF MY EMPLOYMENT, IN
EXCHANGE FOR MY PROMISES TO USE SUCH INFORMATION SOLELY FOR THE COMPANY'S
BENEFIT, THE COMPANY HAS PROVIDED AND WILL CONTINUE TO PROVIDE ME WITH
CONFIDENTIAL INFORMATION CONCERNING, AMONG OTHER THINGS, ITS BUSINESS,
OPERATIONS, CLIENTS, INVESTORS, AND BUSINESS PARTNERS. "CONFIDENTIAL
INFORMATION" REFERS TO INFORMATION NOT GENERALLY KNOWN BY OTHERS IN THE FORM IN
WHICH IT IS USED BY THE COMPANY, AND WHICH GIVES THE COMPANY A COMPETITIVE
ADVANTAGE OVER OTHER COMPANIES WHICH DO NOT HAVE ACCESS TO THIS INFORMATION,
INCLUDING SECRET, CONFIDENTIAL, OR PROPRIETARY INFORMATION OR TRADE SECRETS OF
THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, CONVEYED ORALLY OR REDUCED TO A
TANGIBLE FORM IN ANY MEDIUM, INCLUDING INFORMATION CONCERNING THE OPERATIONS,
FUTURE PLANS, CUSTOMERS, BUSINESS MODELS, STRATEGIES, AND BUSINESS METHODS OF
THE COMPANY AND ITS SUBSIDIARIES AND AFFILIATES, AS WELL AS INFORMATION ABOUT
THE COMPANY'S ACTIVE AND PROSPECTIVE INVESTORS, CLIENTS AND BUSINESS PARTNERS
AND THEIR RESPECTIVE INVESTMENT PREFERENCES, RISK TOLERANCES, PORTFOLIO
ALLOCATIONS AND AMOUNTS, CASH FLOW REQUIREMENTS, CONTACT INFORMATION, AND OTHER
INFORMATION ABOUT HOW TO BEST SERVE THEIR NEEDS AND PREFERENCES. "CONFIDENTIAL
INFORMATION" DOES NOT INCLUDE INFORMATION THAT (I) I KNEW PRIOR TO MY EMPLOYMENT
WITH THE COMPANY, (II) SUBSEQUENTLY CAME INTO MY POSSESSION OTHER THAN THROUGH
MY WORK FOR THE COMPANY AND NOT AS A RESULT OF A BREACH OF ANY DUTY OWED TO THE
COMPANY, OR (III) IS GENERALLY KNOWN WITHIN THE RELEVANT INDUSTRY.
(B)
PROMISE NOT TO DISCLOSE. I PROMISE NEVER TO USE OR DISCLOSE ANY
CONFIDENTIAL INFORMATION BEFORE IT HAS BECOME GENERALLY KNOWN WITHIN THE
RELEVANT INDUSTRY THROUGH NO FAULT OF MY OWN. I AGREE THAT THIS PROMISE SHALL
NEVER EXPIRE.
(C)
PROMISE NOT TO SOLICIT.
BECAUSE MY POSITION ENABLES ME TO LEARN
CONFIDENTIAL INFORMATION REGARDING THE INVESTORS IN THE COMPANY AND ITS FUNDS
AND HOW BEST TO SERVE THEM, I FURTHER AGREE THAT, DURING THE "RESTRICTED PERIOD"
(AS DEFINED BELOW) (1) AS TO ANY INVESTOR IN THE COMPANY (OR IN ANY INVESTMENT
FUND OR VEHICLE OWNED, MANAGED, OR ESTABLISHED BY THE COMPANY) WITH WHOM I HAD
DEALINGS OR ABOUT WHOM I ACQUIRED PROPRIETARY INFORMATION DURING MY EMPLOYMENT,
I WILL NOT SOLICIT OR ATTEMPT TO SOLICIT (OR ASSIST OTHERS TO SOLICIT) THE
INVESTOR TO INVEST IN OR