OR AREA AND THAT SUCH ARBITRATOR OR COURT SHALL BE AUTHORIZED TO
REVISE THE RESTRICTIONS CONTAINED HEREIN TO COVER THE MAXIMUM PERIOD, SCOPE AND
AREA PERMITTED BY APPLICABLE LAW.
THE EXECUTIVE ACKNOWLEDGES THAT THE
RESTRICTIONS CONTAINED IN THIS SECTION 13 ARE REASONABLE AND NECESSARY TO THE
PROTECTION OF LEGITIMATE COMPANY INTERESTS.
(VI)
IN THE EVENT OF THE BREACH OR A THREATENED
BREACH BY THE EXECUTIVE OF ANY OF THE PROVISIONS OF THIS SECTION 13, THE
EXECUTIVE ACKNOWLEDGES AND AGREES THAT THE COMPANY WOULD SUFFER IRREPARABLE
HARM, AND THUS, IN ADDITION AND SUPPLEMENTARY TO OTHER RIGHTS AND REMEDIES
EXISTING IN ITS FAVOR, THE COMPANY SHALL BE ENTITLED TO SEEK AND OBTAIN SPECIFIC
PERFORMANCE AND/OR INJUNCTIVE OR OTHER EQUITABLE RELIEF IN ORDER TO ENFORCE OR
PREVENT ANY VIOLATIONS OF THE PROVISIONS HEREOF (WITHOUT POSTING A BOND OR OTHER
SECURITY).
IN ADDITION, IN THE EVENT OF A BREACH OR VIOLATION BY EXECUTIVE OF
THIS SECTION 13, THE NONCOMPETE PERIOD SHALL BE AUTOMATICALLY EXTENDED BY THE
AMOUNT OF TIME BETWEEN THE INITIAL OCCURRENCE OF THE BREACH OR VIOLATION AND
WHEN SUCH BREACH OR VIOLATION HAS BEEN DULY CURED.
(B)
CONFIDENTIALITY.
(I)
THE EXECUTIVE ACKNOWLEDGES THAT HE HAS
AND WILL DEVELOP AND BE EXPOSED TO NON-PUBLIC INFORMATION THAT IS OR WILL BE
PROPRIETARY TO THE COMPANY AND ITS SUBSIDIARIES, INCLUDING, BUT NOT LIMITED TO,
CUSTOMER LISTS, MARKETING PLANS, PRICING DATA, PRODUCT DEVELOPMENT PLANS, AND
OTHER INTANGIBLE INFORMATION, AND THAT THE NON-PUBLIC INFORMATION AND DATA
(INCLUDING TRADE SECRETS) OBTAINED BY HIM WHILE EMPLOYED BY THE COMPANY
CONCERNING THE BUSINESS OR AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES
("CONFIDENTIAL INFORMATION") ARE THE PROPERTY OF THE COMPANY AND/OR ONE OR MORE
OF ITS SUBSIDIARIES.
THE EXECUTIVE AGREES TO USE SUCH INFORMATION ONLY IN
CONNECTION WITH THE PERFORMANCES OF HIS DUTIES HEREUNDER, TO FOREVER MAINTAIN
SUCH INFORMATION IN CONFIDENCE AND NOT TO DISCLOSE TO ANY PERSON OR USE FOR HIS
OWN PURPOSES ANY CONFIDENTIAL INFORMATION OR ANY CONFIDENTIAL OR PROPRIETARY
INFORMATION OF OTHER PERSONS IN THE POSSESSION OF THE COMPANY ("THIRD PARTY
INFORMATION") WITHOUT THE PRIOR WRITTEN CONSENT OF THE BOARD, UNLESS AND TO THE
EXTENT THAT THE CONFIDENTIAL INFORMATION OR THIRD PARTY INFORMATION BECOMES
GENERALLY KNOWN TO AND AVAILABLE FOR USE BY THE PUBLIC OR IN THE COMPANY'S
INDUSTRY OTHER THAN, IN EACH CASE, AS A RESULT OF THE EXECUTIVE'S ACTS OR
OMISSIONS; PROVIDED, HOWEVER THAT THE EXECUTIVE MAY DISCLOSE SUCH INFORMATION
WHEN REQUIRED TO BY LAW OR SUBPOENA FROM A COURT, GOVERNMENT AGENCY OR
LEGISLATIVE BODY; PROVIDED FURTHER, HOWEVER, THAT THE EXECUTIVE SHALL
IMMEDIATELY NOTIFY THE COMPANY OF HIS RECEIPT OF ANY REQUEST OR DEMAND (WHETHER
THROUGH LEGAL PROCESS OR OTHERWISE) THAT HE PROVIDE SUCH DISCLOSURE, AND
THEREAFTER THE EXECUTIVE SHALL COOPERATE FULLY WITH ANY COMPANY EFFORTS TO
RESIST, RESTRICT OR MODIFY ANY SUCH REQUEST OR DEMAND.
THE EXECUTIVE SHALL
DELIVER TO THE COMPANY AT THE TERMINATION DATE, 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