OF ITS LOCATION AS OF
THE EFFECTIVE DATE OF THE PLAN SET FORTH IN SECTION 1.4 HEREOF.
4.4
DISABILITY.
"DISABILITY" SHALL MEAN A
DETERMINATION BY THE COMPANY OR ANY OF ITS AFFILIATES IN ACCORDANCE WITH
APPLICABLE LAW THAT, AS A RESULT OF A PHYSICAL OR MENTAL ILLNESS, THE
PARTICIPANT IS UNABLE TO PERFORM THE ESSENTIAL FUNCTIONS OF HIS OR HER JOB, WITH
OR WITHOUT REASONABLE ACCOMMODATION.
SECTION 5
CONFIDENTIALITY AND NON-COMPETITION
5.1
CONFIDENTIALITY AND NON-COMPETITION -
GENERAL.
ANY BENEFITS PAYABLE UNDER THIS PLAN ARE CONDITIONED UPON AND SUBJECT
TO THE TERMS OF THIS SECTION 5.
TO THE EXTENT THAT A PARTICIPANT VIOLATES ANY
PROVISION OF THIS SECTION 5, THE COMPANY WILL HAVE NO FURTHER OBLIGATION TO
PROVIDE ANY BENEFIT OR PAYMENT DUE HEREUNDER, AND WILL ALSO HAVE ANY OTHER
REMEDIES AVAILABLE TO THE COMPANY FOR SUCH VIOLATION INCLUDING BUT NOT LIMITED
TO A PRELIMINARY INJUNCTION, TEMPORARY RESTRAINING ORDER OR OTHER EQUIVALENT
RELIEF.
5.2
CONFIDENTIAL INFORMATION.
THE PARTICIPANT
AGREES THAT:
(1)
EXCEPT AS MAY BE REQUIRED BY LAW, BY LAWFUL
JUDICIAL, GOVERNMENTAL OR REGULATORY AUTHORITY, OR BY LAWFUL ORDER OF A COURT OR
AGENCY OF COMPETENT JURISDICTION, OR EXCEPT TO THE EXTENT REQUIRED TO PERFORM
THE PARTICIPANT'S DUTIES DURING THE COURSE OF HIS/HER EMPLOYMENT WITH THE
COMPANY OR ANY OF ITS AFFILIATES, OR TO THE EXTENT THAT THE PARTICIPANT HAS
EXPRESS WRITTEN AUTHORIZATION FROM THE COMPANY, THE PARTICIPANT AT ALL TIMES
DURING AND AFTER EMPLOYMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES (I) SHALL
KEEP SECRET AND CONFIDENTIAL ALL CONFIDENTIAL INFORMATION (AS DEFINED BELOW),
(II) SHALL NOT DISCLOSE THE SAME, EITHER DIRECTLY OR INDIRECTLY, TO ANY OTHER
PERSON, AND (III) SHALL NOT USE IT IN ANY WAY.
(2)
FOR PURPOSES OF THIS PLAN, THE TERM
"CONFIDENTIAL INFORMATION" MEANS ALL NON-PUBLIC INFORMATION CONCERNING THE
COMPANY AND ITS AFFILIATES THAT WAS ACQUIRED BY OR DISCLOSED TO THE PARTICIPANT
DURING THE COURSE OF EMPLOYMENT WITH THE COMPANY OR ANY OF ITS AFFILIATES, OR
DURING THE COURSE OF CONSULTATION WITH THE COMPANY OR ANY OF ITS AFFILIATES
FOLLOWING THE PARTICIPANT'S DATE OF TERMINATION, INCLUDING, WITHOUT LIMITATION:
(I)
ANY NON-PUBLIC INFORMATION REGARDING THE
COMPANY'S AND ITS AFFILIATES' CUSTOMERS, SERVICES, PROCESSES, COSTS, OPERATIONS
AND METHODS, WHETHER PAST, CURRENT OR PLANNED, AS WELL AS KNOWLEDGE AND DATA
RELATING TO BUSINESS PLANS, MARKETING AND SALES INFORMATION ORIGINATED, OWNED,
CONTROLLED OR POSSESSED BY THE COMPANY OR ITS AFFILIATES; AND
3
(II)
INFORMATION REGARDING LITIGATION AND
PENDING LITIGATION INVOLVING OR AFFECTING THE COMPANY OR ITS AFFILIATES.
(3)
TO THE EXTENT THAT THE PARTICIPANT OBTAINS
INFORMATION ON BEHALF OF THE COMPANY OR ANY OF ITS AFFILIATES THAT MAY BE
SUBJECT TO ATTORNEY-CLIENT PRIVILEGE AS TO THE COMPANY'S OR ITS AFFILIATES'
ATTORNEYS, THE PARTICIPANT SHALL TAKE REASONABLE STEPS TO MAINTAIN THE
CONFIDENTIALITY OF SUCH INFORMATION AND TO PRESERVE SUCH PRIVILEGE.
(4)
THE PARTICIPANT AGREES THAT EFFECTIVE WITH
THE DATE OF TERMINATION, THE PARTICIPANT WILL DELIVER TO THE COMPANY ALL PAPERS,
BOOKS, MANUALS, LISTS, CORRESPONDENCE, DOCUMENTS, COMPUTER PROGRAMS, COMPUTER
SPREADSHEETS, DATA CAPTURED ON MACHINE-READABLE MEDIA, AND OTHER MATERIAL
CONTAINING OR RELATING TO