ANY SUCH BENEFITS) FOR PERIODS AFTER EXECUTIVE'S TERMINATION DATE.
(F)
DEFINITIONS. FOR PURPOSES OF THIS
AGREEMENT:
(I)
THE TERM "CAUSE" SHALL MEAN (A) THE CONTINUOUS FAILURE BY
EXECUTIVE TO SUBSTANTIALLY PERFORM EXECUTIVE'S DUTIES UNDER THIS AGREEMENT, AS
DETERMINED BY THE BOARD AND AFTER EXPIRATION OF A CURE PERIOD OF 30 DAYS
FOLLOWING EXECUTIVE'S RECEIPT OF WRITTEN NOTICE FROM THE BOARD DESCRIBING SUCH
FAILURE, (B) THE WILLFUL ENGAGING BY EXECUTIVE IN CONDUCT WHICH IS DEMONSTRABLY
AND MATERIALLY INJURIOUS TO THE COMPANY OR ITS AFFILIATES, MONETARILY OR
OTHERWISE, AS DETERMINED BY THE BOARD, (C) CONDUCT BY EXECUTIVE THAT INVOLVES
THEFT, FRAUD OR DISHONESTY, (D) REPEATED INSTANCES OF DRUG OR ALCOHOL ABUSE OR
UNAUTHORIZED ABSENCES DURING SCHEDULED WORK HOURS, (E) EXECUTIVE'S HAVING BEEN
CONVICTED OF, OR HAVING PLED GUILTY OR NO CONTEST TO, A FELONY, OR
(F) EXECUTIVE'S VIOLATION OF THE PROVISIONS OF SECTION 6 OR 7 OF THIS AGREEMENT;
AND
(II)
THE TERM "DISABILITY" SHALL MEAN THE INABILITY OF EXECUTIVE TO
CONTINUE TO PERFORM EXECUTIVE'S DUTIES UNDER THIS AGREEMENT ON A FULL-TIME BASIS
AS A RESULT OF MENTAL OR PHYSICAL ILLNESS, SICKNESS OR INJURY FOR A PERIOD OF
120 DAYS WITHIN ANY 12-MONTH PERIOD, AS DETERMINED IN THE SOLE DISCRETION OF
THE BOARD.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXECUTIVE SHALL
AUTOMATICALLY CEASE TO BE AN OFFICER OF THE PARENT, THE COMPANY AND THEIR
RESPECTIVE AFFILIATES AS OF EXECUTIVE'S TERMINATION DATE.
6.
CONFIDENTIAL INFORMATION. EXECUTIVE
AGREES THAT:
(A)
EXCEPT AS MAY BE REQUIRED BY THE LAWFUL
ORDER OF A COURT OR AGENCY OF COMPETENT JURISDICTION, OR EXCEPT TO THE EXTENT
THAT EXECUTIVE HAS EXPRESS AUTHORIZATION FROM THE COMPANY, EXECUTIVE AGREES TO
KEEP SECRET AND CONFIDENTIAL INDEFINITELY ALL NON-PUBLIC INFORMATION (INCLUDING,
WITHOUT LIMITATION, INFORMATION REGARDING LITIGATION AND PENDING LITIGATION)
CONCERNING THE COMPANY AND ITS AFFILIATES (COLLECTIVELY, "CONFIDENTIAL
INFORMATION") WHICH WAS ACQUIRED BY OR DISCLOSED TO EXECUTIVE DURING THE COURSE
OF EXECUTIVE'S EMPLOYMENT WITH THE COMPANY AND NOT TO DISCLOSE THE SAME, EITHER
DIRECTLY OR INDIRECTLY, TO ANY OTHER PERSON, FIRM, OR BUSINESS ENTITY, OR TO USE
IT IN ANY WAY.
(B)
CONFIDENTIAL INFORMATION DOES NOT INCLUDE
(I) INFORMATION WHICH, AT THE TIME OF DISCLOSURE IS PUBLISHED, KNOWN PUBLICLY OR
IS OTHERWISE IN THE PUBLIC DOMAIN, THROUGH NO FAULT OF EXECUTIVE;
(II) INFORMATION WHICH, AFTER DISCLOSURE IS PUBLISHED OR BECOMES KNOWN PUBLICLY
OR OTHERWISE BECOMES PART OF THE PUBLIC DOMAIN,
8
THROUGH NO FAULT OF EXECUTIVE; AND (III) INFORMATION WHICH IS REQUIRED TO BE
DISCLOSED IN COMPLIANCE WITH APPLICABLE LAWS OR REGULATIONS OR BY ORDER OF A
COURT OR OTHER REGULATORY BODY OF COMPETENT JURISDICTION.
(C)
TO THE EXTENT THAT ANY COURT OR AGENCY
SEEKS TO HAVE EXECUTIVE DISCLOSE CONFIDENTIAL INFORMATION, EXECUTIVE SHALL
PROMPTLY INFORM THE COMPANY, AND EXECUTIVE SHALL TAKE SUCH REASONABLE STEPS TO
PREVENT DISCLOSURE OF CONFIDENTIAL INFORMATION UNTIL THE COMPANY HAS BEEN
INFORMED OF SUCH REQUESTED DISCLOSURE, AND THE COMPANY HAS AN OPPORTUNITY TO
RESPOND TO SUCH COURT OR AGENCY. TO THE EXTENT THAT EXECUTIVE OBTAINS
INFORMATION ON BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES THAT MAY