YEAR.
DURING THE TERM AND WHILE EXECUTIVE IS BASED IN NEW YORK,
THE COMPANY SHALL PAY FOR OR REIMBURSE EXECUTIVE FOR THE COSTS OF AN APARTMENT
LEASE IN NEW YORK CITY AND FOR THE SCHOOLING COSTS FOR EXECUTIVE'S MINOR
CHILDREN, BUT EXECUTIVE SHALL BE SOLELY RESPONSIBLE FOR THE TAX IMPACT OF SUCH
PAYMENTS.
NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN, THE COMPANY SHALL NOT
HAVE TO PAY FOR OR REIMBURSE EXECUTIVE FOR ANY HOUSING OR SCHOOLING COSTS
DESCRIBED IN THIS SECTION 3(D) IN EXCESS OF $425,000 IN ANY TWELVE MONTH PERIOD
OF THE TERM.
3
(F)
EXPENSES.
DURING THE TERM, THE COMPANY SHALL REIMBURSE EXECUTIVE IN
ACCORDANCE WITH APPLICABLE COMPANY POLICY IN EFFECT FROM TIME TO TIME, FOR
NORMAL, REASONABLE AND APPROVED OUT-OF-POCKET BUSINESS EXPENSES INCURRED BY
EXECUTIVE IN CONNECTION WITH THE PERFORMANCE OF HIS DUTIES AND RESPONSIBILITIES
HEREUNDER; PROVIDED THAT EXECUTIVE SUBMITS DOCUMENTATION REASONABLY REQUIRED BY
COMPANY EXPENSE REIMBURSEMENT POLICIES AND PROCEDURES IN EFFECT AND AS AMENDED
FROM TIME TO TIME.
(G)
WITHHOLDING.
ALL
AMOUNTS OF COMPENSATION PAYABLE TO EXECUTIVE HEREUNDER SHALL BE SUBJECT TO, AND
PAID AFTER REDUCTION FOR, ANY AND ALL REQUIRED DEDUCTIONS OR WITHHOLDINGS FOR
FEDERAL, STATE, LOCAL AND FOREIGN INCOME TAX WITHHOLDING, SOCIAL SECURITY,
MEDICARE, UNEMPLOYMENT OR OTHER SIMILAR GOVERNMENT BENEFIT OR INSURANCE
CONTRIBUTIONS, AND ANY OTHER DEDUCTIONS OR WITHHOLDINGS REQUIRED BY LAW OR
AUTHORIZED BY EXECUTIVE.
4.
SPECIAL COVENANTS.
(A)
NONDISCLOSURE
OF CONFIDENTIAL AND PROPRIETARY INFORMATION.
(I)
EXECUTIVE ACKNOWLEDGES THAT BEFORE AND
DURING THE TERM, EXECUTIVE HAS HAD AND WILL HAVE ACCESS TO AND POSSESSION OF
TRADE SECRETS, CONFIDENTIAL INFORMATION AND/OR PROPRIETARY INFORMATION
(COLLECTIVELY, AND AS DEFINED MORE EXTENSIVELY BELOW, "CONFIDENTIAL
INFORMATION") OF THE COMPANY AND ITS RELATED ENTITIES AND THEIR RESPECTIVE
CLIENTS.
EXECUTIVE RECOGNIZES AND ACKNOWLEDGES THAT THIS CONFIDENTIAL
INFORMATION IS VALUABLE, SPECIAL AND UNIQUE TO THE BUSINESS OF THE COMPANY AND
EACH RELATED ENTITY, AND THAT ACCESS TO AND KNOWLEDGE THEREOF ARE ESSENTIAL TO
THE PERFORMANCE OF EXECUTIVE'S DUTIES TO THE COMPANY AND TO EACH RELATED ENTITY,
IF APPLICABLE.
DURING THE TIME THAT EXECUTIVE IS AN EMPLOYEE OF THE COMPANY AND
FOR THREE YEARS THEREAFTER, EXECUTIVE WILL KEEP SECRET AND WILL NOT USE OR
DISCLOSE ANY CONFIDENTIAL INFORMATION TO ANY PERSON OR ENTITY, IN ANY FASHION OR
FOR ANY PURPOSE WHATSOEVER, EXCEPT AT THE REQUEST OF THE COMPANY OR AS MAY BE
REQUIRED BY APPLICABLE LAW.
(II)
THE TERM "CONFIDENTIAL INFORMATION",
INCLUDES, BUT IS NOT LIMITED TO, INFORMATION WRITTEN, IN DIGITAL FORM, IN
GRAPHIC FORM, ELECTRONICALLY STORED, ORALLY TRANSMITTED OR MEMORIZED CONCERNING
OR RELATING TO THE COMPANY OR ANY OF ITS RELATED ENTITIES, INCLUDING ALL
FINANCIAL DATA RELATING TO THE BUSINESS OF GFI AND/OR ANY OF ITS RELATED
ENTITIES, LINES OF CREDIT OR DEBT OBLIGATIONS, CUSTOMER PRICING INFORMATION,
PERSONAL AND CONTRACT INFORMATION ABOUT OR RELATING TO GFI EMPLOYEES, OR TRADERS
AND OTHER DEALER REPRESENTATIVES, PROFIT AND LOSS STATEMENTS OR INFORMATION,
BROKER, DESK OR COMPANY PRODUCTIVITY DATA, FINANCIAL MODELS, COMPUTER SOFTWARE
PROGRAMS, SOURCE AND OTHER CODES, INFORMATION ABOUT DIRECT COMMUNICATION LINES,
ELECTRONIC AND VOICE TRADING SYSTEMS AND SCREEN SYSTEMS, ALL INFORMATION ABOUT
THE COMPANY'S