FOLLOWING RECEIPT OF SUCH NOTICE;
PROVIDED FURTHER THAT IF THE COMPANY FAILS TO CURE SUCH OCCURRENCE WITHIN SUCH
30 DAY PERIOD, EXECUTIVE SHALL HAVE PERIOD OF 15 DAYS FOLLOWING THE EXPIRATION
OF SUCH 30 DAY PERIOD TO TERMINATE HIS EMPLOYMENT WITH "GOOD REASON" ON THE
BASIS OF SUCH OCCURRENCE AND IF EXECUTIVE THEREAFTER REMAINS IN THE EMPLOY OF
THE COMPANY OR ANY OF ITS SUBSIDIARIES, EXECUTIVE'S CONTINUED EMPLOYMENT SHALL
CONSTITUTE A WAIVER OF ALL RIGHTS HEREUNDER TO TERMINATE HIS EMPLOYMENT FOR
"GOOD REASON" ON THE BASIS OF SUCH OCCURRENCE.
NOTWITHSTANDING ANY PROVISION
HEREIN TO THE CONTRARY, IN THE
4
EVENT THAT THE COMPANY PROVIDES EXECUTIVE WITH WRITTEN NOTICE OF ITS INTENT TO
MOVE EXECUTIVE'S PRINCIPAL OFFICE BY MORE THAN FIFTY (50) MILES FROM THE ST.
CLOUD METROPOLITAN AREA (A "RELOCATION NOTICE"), AND EXECUTIVE DOES NOT NOTIFY
THE COMPANY IN WRITING WITHIN 30 DAYS FOLLOWING HIS RECEIPT OF ANY SUCH
RELOCATION NOTICE THAT EXECUTIVE WOULD CONSIDER SUCH A MOVE TO BE THE BASIS FOR
A TERMINATION WITH "GOOD REASON", THEN EXECUTIVE SHALL BE DEEMED TO WAIVE ANY
AND ALL RIGHTS TO TERMINATE HIS EMPLOYMENT FOR "GOOD REASON" IN CONNECTION WITH
ANY SUCH MOVE AS DESCRIBED IN SUCH RELOCATION NOTICE (IT ALSO BEING UNDERSTOOD
AND AGREED THAT THE COMPANY'S ABANDONMENT OF ANY SUCH CONTEMPLATED MOVE
DESCRIBED IN ANY SUCH RELOCATION NOTICE SHALL BE DEEMED TO CURE ANY AND ALL
BASES FOR EXECUTIVE TO CLAIM THAT ANY SUCH PROPOSED MOVE WOULD CONSTITUTE THE
BASIS FOR A TERMINATION WITH "GOOD REASON").
5.
CONFIDENTIAL INFORMATION.
EXECUTIVE ACKNOWLEDGES THAT THE
INFORMATION, OBSERVATIONS AND DATA (INCLUDING TRADE SECRETS) OBTAINED BY HIM
DURING THE COURSE OF HIS EMPLOYMENT WITH THE COMPANY AND/OR ANY OF ITS
AFFILIATES (INCLUDING THOSE OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY AND/OR
ITS AFFILIATES (INCLUDING WOODCRAFT INDUSTRIES, INC.) PRIOR TO THE DATE OF THIS
AGREEMENT) CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY OR ANY AFFILIATE
("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY OR SUCH AFFILIATE.
THEREFORE, EXECUTIVE AGREES THAT HE SHALL NOT DISCLOSE TO ANY PERSON OR ENTITY
OR USE FOR ANY PURPOSE (OTHER THAN FOR THE BENEFIT OF THE COMPANY AND ITS
AFFILIATES) ANY CONFIDENTIAL INFORMATION OR ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION OF OTHER PERSONS OR ENTITIES IN THE POSSESSION OF THE COMPANY AND
ITS AFFILIATES ("THIRD PARTY INFORMATION"), WITHOUT THE PRIOR WRITTEN CONSENT OF
THE BOARD, UNLESS AND TO THE EXTENT THAT THE CONFIDENTIAL INFORMATION OR THIRD
PARTY INFORMATION BECOMES GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC
OTHER THAN AS A RESULT OF EXECUTIVE'S ACTS OR OMISSIONS.
EXECUTIVE SHALL
DELIVER TO THE COMPANY AT THE TERMINATION OR EXPIRATION OF THE EMPLOYMENT
PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES,
PLANS, RECORDS, REPORTS, COMPUTER TAPES, PRINTOUTS AND SOFTWARE AND OTHER
DOCUMENTS AND DATA (AND COPIES THEREOF) EMBODYING OR RELATING TO THE
CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR THE BUSINESS OF THE
COMPANY OR ANY AFFILIATE WHICH HE MAY THEN POSSESS OR HAVE UNDER HIS CONTROL.
6.
INTELLECTUAL PROPERTY.
EXECUTIVE