IN A MANNER MATERIALLY INCONSISTENT WITH THAT OF THE POSITION OF
GENERAL COUNSEL OR (III) THE COMPANY
CHANGES EXECUTIVE'S PLACE OF WORK TO A
LOCATION OUTSIDE OF NEW HAMPSHIRE OR MASSACHUSETTS; PROVIDED THAT IN ORDER FOR
EXECUTIVE'S RESIGNATION FOR GOOD REASON TO BE EFFECTIVE HEREUNDER, EXECUTIVE
MUST PROVIDE WRITTEN NOTICE TO THE COMPANY STATING EXECUTIVE'S INTENT TO RESIGN
FOR GOOD REASON AND THE GROUNDS THEREFOR WITHIN THIRTY (30) DAYS AFTER SUCH
GROUNDS EXIST AND GRANT THE COMPANY THIRTY (30) DAYS FROM RECEIPT OF SUCH NOTICE
TO REMEDY OR OTHERWISE REMOVE THE GROUNDS SUPPORTING EXECUTIVE'S RESIGNATION FOR
GOOD REASON.
5.
CONFIDENTIAL INFORMATION.
(A)
EXECUTIVE ACKNOWLEDGES THAT THE INFORMATION, OBSERVATIONS AND DATA
(INCLUDING TRADE SECRETS) OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY AND ITS
SUBSIDIARIES CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY, OR ANY OF ITS
SUBSIDIARIES, ("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY OR
SUCH SUBSIDIARY.
THEREFORE, EXECUTIVE AGREES THAT HE SHALL NOT DISCLOSE TO ANY
PERSON OR ENTITY OR USE FOR HIS OWN PURPOSES ANY CONFIDENTIAL INFORMATION OR ANY
CONFIDENTIAL OR PROPRIETARY INFORMATION OF OTHER PERSONS OR ENTITIES IN THE
5
POSSESSION OF THE COMPANY AND ITS SUBSIDIARIES ("THIRD PARTY INFORMATION")
(OTHER THAN IN THE ORDINARY COURSE OF PERFORMING HIS DUTIES FOR THE COMPANY),
WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, EITHER DURING OR AFTER HIS
EMPLOYMENT WITH THE COMPANY, 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 OF THE EMPLOYMENT
PERIOD, OR AT ANY OTHER TIME THE COMPANY MAY REQUEST, ALL MEMORANDA, NOTES,
PLANS, RECORDS, REPORTS, COMPUTER FILES, DISKS AND TAPES, PRINTOUTS AND SOFTWARE
AND OTHER DOCUMENTS AND DATA (AND COPIES THEREOF) EMBODYING OR RELATING TO THIRD
PARTY INFORMATION, CONFIDENTIAL INFORMATION, WORK PRODUCT (AS DEFINED BELOW) OR
THE BUSINESS OF THE COMPANY, OR ANY OF ITS SUBSIDIARIES, WHICH HE MAY THEN
POSSESS OR HAVE UNDER HIS CONTROL.
(B)
EXECUTIVE SHALL BE PROHIBITED FROM USING OR DISCLOSING ANY CONFIDENTIAL
INFORMATION OR TRADE SECRETS THAT EXECUTIVE MAY HAVE LEARNED THROUGH ANY PRIOR
EMPLOYMENT.
IF AT ANY TIME DURING THE EMPLOYMENT PERIOD EXECUTIVE BELIEVES HE
IS BEING ASKED TO ENGAGE IN WORK THAT WILL, OR WILL BE LIKELY TO, JEOPARDIZE ANY
CONFIDENTIALITY OR OTHER OBLIGATIONS EXECUTIVE MAY HAVE TO FORMER EMPLOYERS,
EXECUTIVE SHALL IMMEDIATELY ADVISE THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE
OFFICER SO THAT EXECUTIVE'S DUTIES CAN BE MODIFIED APPROPRIATELY.
EXECUTIVE
REPRESENTS AND WARRANTS TO THE COMPANY THAT EXECUTIVE TOOK NOTHING WITH HIM
WHICH BELONGED TO ANY FORMER EMPLOYER WHEN EXECUTIVE LEFT HIS PRIOR EMPLOYMENT
POSITIONS AND THAT EXECUTIVE HAS NOTHING THAT CONTAINS ANY INFORMATION WHICH
BELONGS TO ANY FORMER EMPLOYER.
IF AT ANY TIME EXECUTIVE DISCOVERS THIS IS
INCORRECT, EXECUTIVE SHALL PROMPTLY RETURN ANY SUCH MATERIALS TO EXECUTIVE'S
FORMER EMPLOYER AND NOTIFY THE COMPANY'S PRESIDENT AND CHIEF EXECUTIVE OFFICER.
THE COMPANY DOES NOT WANT ANY SUCH MATERIALS, AND EXECUTIVE SHALL NOT