OF CLAIMS IN FORM
AND SUBSTANCE SATISFACTORY TO THE COMPANY.
(B)
UPON TERMINATION OF THE EXECUTIVE'S EMPLOYMENT WITH THE COMPANY,
UNLESS OTHERWISE SPECIFICALLY PROVIDED HEREIN, THE EXECUTIVE'S RIGHTS TO
BENEFITS AND PAYMENTS UNDER ANY BENEFITS OR WELFARE PLAN OR UNDER ANY STOCK
OPTION, RESTRICTED STOCK, STOCK APPRECIATION RIGHT, BONUS UNIT, MANAGEMENT OR
BONUS INCENTIVE OR OTHER PLAN OF THE COMPANY SHALL BE DETERMINED IN ACCORDANCE
WITH THE TERMS AND PROVISIONS OF SUCH PLANS AND ANY AGREEMENTS UNDER WHICH SUCH
STOCK OPTIONS, RESTRICTED STOCK OR OTHER AWARDS WERE GRANTED.
(C)
PROVISIONS OF THIS AGREEMENT SHALL SURVIVE ANY TERMINATION IF SO
PROVIDED HEREIN OR IF NECESSARY OR DESIRABLE FULLY TO ACCOMPLISH THE PURPOSES OF
SUCH PROVISION, INCLUDING WITHOUT LIMITATION THE OBLIGATIONS OF THE EXECUTIVE
UNDER SECTIONS 7, 8 AND 9 HEREOF. THE OBLIGATION OF THE COMPANY TO PROVIDE ANY
SEVERANCE PAYMENT OR BENEFIT IS EXPRESSLY CONDITIONED UPON THE EXECUTIVE'S
CONTINUED FULL PERFORMANCE OF OBLIGATIONS UNDER SECTIONS 7, 8 AND 9 HEREOF. THE
EXECUTIVE RECOGNIZES THAT, EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 5(D),
5(E) OR 5(G), NO COMPEN­SATION IS EARNED AFTER TERMINATION OF EMPLOYMENT.
10
(D)
EXCEPT AS EXPRESSLY PROVIDED HEREIN, EXECUTIVE IS ENTITLED TO NO
PAYMENTS OR BENEFITS IN CONNECTION WITH A TERMINATION OF THE EXECUTIVE'S
EMPLOYMENT.
7.
Confidential Information.
(A)
THE EXECUTIVE ACKNOWLEDGES THAT THE COMPANY AND ITS AFFILIATES
CONTINUALLY DEVELOP "TRADE SECRETS" AND "CONFIDENTIAL INFORMATION" THAT THE
EXECUTIVE MAY DEVELOP TRADE SECRETS AND CONFIDENTIAL INFORMATION FOR THE COMPANY
OR ITS AFFILIATES AND THAT THE EXECUTIVE MAY LEARN OF TRADE SECRETS AND
CONFIDENTIAL INFORMATION DURING THE COURSE OF EMPLOYMENT. THE EXECUTIVE WILL
COMPLY WITH THE POLICIES AND PROCEDURES OF THE COMPANY AND ITS AFFILIATES FOR
PROTECTING TRADE SECRETS AND CONFIDENTIAL INFORMATION AND SHALL NEVER DISCLOSE
TO ANY PERSON (EXCEPT AS REQUIRED BY APPLICABLE LAW OR FOR THE PROPER
PERFORMANCE OF THE EXECUTIVE'S DUTIES AND RESPONSIBILITIES TO THE COMPANY AND
ITS AFFILIATES), OR USE FOR THE EXECUTIVE'S OWN BENEFIT OR GAIN, ANY TRADE
SECRETS OR CONFIDENTIAL INFORMATION OBTAINED BY THE EXECUTIVE INCIDENT TO THE
EXECUTIVE'S EMPLOYMENT OR OTHER ASSOCIATION WITH THE COMPANY OR ANY OF ITS
AFFILIATES.
(B)
FOR PURPOSES OF THIS AGREEMENT, "TRADE SECRETS MEANS ALL INFORMATION
THAT CONSTITUTES A TRADE SECRET WITHIN THE MEANING OF THE GEORGIA TRADE SECRETS
ACT, AS AMENDED (THE "GEORGIA ACT"). UNDER THE GEORGIA ACT, A TRADE SECRET IS
DEFINED AS:
"INFORMATION WITHOUT REGARD TO FORM, INCLUDING, BUT NOT LIMITED TO,
TECHNICAL OR NON-TECHNICAL DATA, A FORMULA, A PATTERN, A COMPILATION, A PROGRAM,
A DEVICE, A METHOD, A TECHNIQUE, A DRAWING, A PROCESS, FINANCIAL DATA, FINANCIAL
PLANS, PRODUCT PLANS, OR A LIST OF ACTUAL OR POTENTIAL CUSTOMERS OR SUPPLIERS
WHICH IS NOT COMMONLY KNOWN BY OR AVAILABLE TO THE PUBLIC AND WHICH
INFORMATION:
(I) DERIVES ECONOMIC VALUE, ACTUAL OR POTENTIAL, FROM NOT BEING
GENERALLY KNOWN TO, AND NOT BEING READILY ASCERTAINABLE BY PROPER MEANS BY,
OTHER PERSONS WHO CAN OBTAIN ECONOMIC VALUE FROM ITS DISCLOSURE OR USE; AND
(II) IS THE SUBJECT OF EFFORTS THAT ARE REASONABLE UNDER THE CIRCUMSTANCES TO
MAINTAIN ITS SECRECY."
(C)