EVENT
CONSTITUTING URGENT CAUSE OCCURS AFTER THE END OF SUCH CALENDAR YEAR.
THE
COMPANY SHALL HAVE NO ADDITIONAL OBLIGATIONS UNDER THIS AMENDED AGREEMENT,
EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 6 HEREIN.
(C)
DEATH.
IF THE EMPLOYEE'S EMPLOYMENT IS TERMINATED AS A RESULT OF HIS
DEATH, THE COMPANY SHALL PAY TO THE EMPLOYEE'S ESTATE, WITHIN THIRTY (30) DAYS
OF THE DATE OF TERMINATION, (I) THE ACCRUED OBLIGATIONS, (II) ANY EARNED BUT
UNPAID ANNUAL BONUS IN RESPECT OF A CALENDAR YEAR DURING THE BONUS PERIOD ENDING
PRIOR TO OR COINCIDENT WITH THE DATE OF TERMINATION, AND (III) AN ANNUAL BONUS
EQUAL TO THE PRIOR YEAR'S ANNUAL BONUS PRO-RATED FOR THE YEAR IN WHICH THE
TERMINATION DATE OCCURS BASED ON THE NUMBER OF DAYS OCCURRING IN SUCH YEAR PRIOR
TO THE TERMINATION DATE.
THE COMPANY SHALL HAVE NO ADDITIONAL OBLIGATIONS UNDER
THIS AMENDED AGREEMENT, EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN
SECTION 6 HEREIN.
6.
Indemnification.
The Company shall indemnify, defend and hold the Employee harmless from and
against any and all liability or obligation arising from or relating to this
Amended Agreement or
5
the performance by the Employee of his obligations hereunder, in accordance with
the indemnification provisions set forth in Article 14 of the Company's Articles
of Association, as in effect on the date hereof, provided that this obligation
to indemnify and defend shall not extend to disputes between the Employee and
the Company, if any, which relate to the benefits or other amounts in the nature
of compensation from the Company to which the Employee believes he is entitled.
7.
Non-Solicitation; Non-Disclosure;
Workproduct: Non-Competition.
(A)
DURING THE EMPLOYMENT PERIOD AND FOR ONE YEAR FOLLOWING THE TERMINATION OF
EMPLOYEE'S EMPLOYMENT WITH THE COMPANY FOR ANY REASON THE EMPLOYEE AGREES NOT TO
OFFER EMPLOYMENT TO ANY EMPLOYEE OF THE COMPANY OR ANY OF ITS AFFILIATES FOR
OTHER THAN EMPLOYMENT BY THE COMPANY OR ATTEMPT TO INDUCE ANY SUCH EMPLOYEE TO
LEAVE THE EMPLOY OF THE COMPANY OR ANY AFFILIATES OF THE COMPANY AND THE
EMPLOYEE FURTHER AGREES NOT TO SOLICIT ANY CLIENTS OR SUPPLIERS OF THE COMPANY
TO DO BUSINESS WITH ANY COMPETING BUSINESS OF THE COMPANY OR ITS AFFILIATES.
(B)
EMPLOYEE AGREES THAT HE WILL NOT APPROPRIATE FOR HIS OWN USE, DISCLOSE,
DIVULGE, FURNISH OR MAKE AVAILABLE TO ANY PERSON, UNLESS IN THE NORMAL COURSE OF
BUSINESS OR AS AUTHORIZED BY THE COMPANY IN WRITING, ANY CONFIDENTIAL OR
PROPRIETARY INFORMATION CONCERNING THE COMPANY AND ITS AFFILIATES, INCLUDING
WITHOUT LIMITATION ANY CONFIDENTIAL OR PROPRIETARY INFORMATION CONCERNING THE
OPERATIONS, PLANS OR METHODS OF DOING BUSINESS OF THE COMPANY AND ITS AFFILIATES
(THE "INFORMATION"); PROVIDED THAT THE TERM "INFORMATION" SHALL NOT INCLUDE SUCH
INFORMATION WHICH IS OR BECOMES GENERALLY AVAILABLE TO THE PUBLIC OTHER THAN AS
A RESULT OF A DISCLOSURE BY EMPLOYEE IN VIOLATION OF THIS AMENDED AGREEMENT.
NOTWITHSTANDING THE FOREGOING, EMPLOYEE MAY DISCLOSE INFORMATION TO THE EXTENT
HE IS COMPELLED TO DO SO BY LAWFUL SERVICE OF PROCESS, SUBPOENA, COURT ORDER, OR
AS HE IS OTHERWISE